


Heart-Shaped Box

by KeroZombie



Series: Tales From The Peni-Verse [2]
Category: Spider-Man (Comicverse), Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: Action/Adventure, Anxiety, Blackmail, Bullying, Canon Divergence, Coercion, Earth-14512, Emotional Hurt/Comfort, Gen, Implied/Referenced Abuse, Kidnapping, Mental Coercion, Mystery, Not Canon Compliant, Paranoia, Social Media, Stalking, Team as Family, This is inspired by her first comic but the plot is WILDLY different, blend of comic and film canon, world expansion
Language: English
Status: In-Progress
Published: 2020-09-02
Updated: 2021-02-23
Packaged: 2021-03-06 16:35:51
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 34,130
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26252023
Author URL: https://archiveofourown.org/users/KeroZombie/pseuds/KeroZombie
Summary: It's a new year for Peni at the Oscorp-funded Mason Banks Middle School, but things take a turn for the worse when she starts receiving threatening messages from an anonymous stranger. Unable to confide in her aunt and uncle, and a social reject at school, she feels like she has no one to turn to - till a fateful rip in spacetime shows her that sometimes, the family youfindis exactly the family youneed.(Can be read without reading part 1)
Relationships: Matt Murdock & Peni Parker (Spider-Man: Into the Spider-Verse), Peni Parker & Cindy Moon, Peni Parker & Peter Benjamin Parker, Spiderfam - Relationship
Series: Tales From The Peni-Verse [2]
Series URL: https://archiveofourown.org/series/1699663
Comments: 24
Kudos: 19





	1. Poison in the Well

**Author's Note:**

> **Hello! This is part 2 of my 'Tales From The Peni-Verse' series, but you can read it without reading part 1 (which is a Peni origin story)! Anything you need to know, I explain through the story, so it should be nice and clear what's going on.**
> 
> Some notes!
> 
> 1) I accidentally set the last story (part 1) in 3145, when I should've set it in 3142. I only mentioned the date once, and I fixed it soon after uploading, but please imagine that THIS story is in 3145, which is the canon year for when she meets the Spider-Fam, and that the PREVIOUS one was 3142. Peni is now 12 years old, which I feel is an age more in line with her appearance and personality in the movies (which is the version I'm drawing most from for her character/personality).
> 
> 2) This story overall is heavy on the theme of stalking and emotional manipulation, as Peni is well known/a celebrity. If that's triggering for you, you may wanna avoid this fic.
> 
> 3) The spider-fam appear about midway in the fic, so don't worry that they don't show up right away!
> 
> 4) Every named character in this story exists somewhere in the Marvel universe. Some of them have ridiculously small roles or only appeared a couple of times in a handful of comics or something like that, but they DO exist :D
> 
> 5) This one's important: I've diverged a bit from her comics canon already, and that's likely to continue, so if you want a super-faithful story about child soldier Peni, this might not be the fic for you. I keep most of the key concepts but as far as plot points are concerned, this fic goes in its own direction.
> 
> One other thing! There is a single quote in this chapter from the Stephen King book 'Rose Madder', which makes an indirect reference to an abusive relationship. If you wanna avoid that bit specifically, it's the part where Peni is asked to read from a book by Mrs. Winterhalter.
> 
> And that's that! Hope you enjoy reading this as much as I enjoyed writing it :)

Sometimes you just _know_ it's gonna be a bad day.

I was on my way to class, just minding my own business, when the police interceptor in my mech's cockpit lit up, " _-bzzt-_ Robbery in progress at Bellevue Hospital. Suspect is armed and dangerous. Exercise maximum caution. I repeat, the suspect is-"

"Ugh," I sighed, "of _course_ this happens on my first day back."

Luckily the hospital was en route to my school. I had to be quick though: even without interruptions I was only _just_ gonna make it to class on time.

_Who even robs a hospital anyway?_

The answer, apparently, was a guy in a black-and-blue biker outfit, complete with a faux stormtrooper safety helmet. I crashed down in front of him as he tried to punch his way into a red hovercar.

"There are easier ways to get into a car, man…"

He looked over his shoulder, "Huh? Who are- oh no!"

"…you could just use your keys?"

He frantically knocked out the windshield's glass and tumbled into the front seat.

"Seriously? You _know_ you can't outrun me, right?"

I heard the car start up. I took a step closer and leaned my big, metallic foot on its hood, "Don't make me web you!"

Then suddenly the car began to expand, going from bright red to pitch black. Every part of it got bigger, and more angular too. Even the windshield's glass seamlessly slid back into place.

"What the-!?"

Before I could process what was going on the now super-sized road machine rocketed into me, launching me over the top. I clunked face down in the street, dangling from my chair by the thin strap of my safety belt. The neural amplifiers, which enabled me to become one with SP//dr (the mech's co-pilot), were barely clinging to my ears as gravity tried its best to pry them loose. I realigned them and picked myself up off the ground.

"Guess I'm gonna be late for school, huh?"

I had no choice. The thief had to be stopped. I started running down the road. The skyscrapers of First Avenue loomed over me as I picked up speed. Then I saw a bridge up ahead connecting two especially tall tower blocks. I jumped, webbed its beam-covered underside, swung forward and for a moment I was suspended in the air over the road, level with the mag-lanes overflowing with floating cars. In the distance was another bridge, higher than the first. I webbed it, reeled myself in and shot over the traffic like a bullet. Now I had a birds-eye view of the robber. His car was like nothing I'd ever seen before. Not even the road gangs had wheels as tricked out as this guy's.

_But it was a normal car before…_

A green reticule locked onto him on my virtual touchscreen. SP//dr brought up a map of Manhattan, made charts predicting the robber's next move. I saw them in my mind's eye as I closed in on my target. Closer… closer… then-

Contact! My feet, his roof. Somehow it didn't even buckle under my mech's intense weight.

"I get it," I said as he swerved through traffic, "You like _Fast and Furious_. Doesn't mean you're allowed to-"

Suddenly he took a hard right. I slid across the roof. My feet were dangling out onto the sidewalk. I dug my claws into the car and pulled myself back into place.

He growled, "Buzz off, bug! This doesn't concern you!"

"I'm not gonna let you steal from a hospital!"

He rose up into the air. A mag-lane full of commuter traffic was sitting right above us.

"Hey! Stop!" I yelled, "You're gonna-"

But he didn't care. We plowed through the traffic, scattering cars everywhere. He did a barrel roll then plunged back down, shooting straight for another high-rise.

_He's not seriously gonna drive into that, is he? Is he…?_

I didn't have time to find out. Holding on for dear life with one hand, I began punching the roof, trying to bust a hole in it, but all I left were dents.

"Damn it!"

Now the building was here. The robber tipped the vehicle onto its side and swooped in, dragging me across the reinforced concrete walls. Warning sirens started going off in my cockpit.

_Gotta stop him gotta stop him gotta stop him-_

I activated the condensed light saw embedded in my right hand.

"Alright mister, you asked for it!" I cried, jamming the super-sharp blade into the car's roof. It ripped straight through the black metal. Within seconds I'd carved out a jagged hole, wide enough for me to reach in and pull out the driver.

"This stops now!"

He flipped me the bird. I reached in, opened my steel claws, then-

_Huh!?_

My spider-sense went off too late. My whole mechanical body slammed into the reinforced fullerite plating of a broadcast tower. The force ripped me out of my seat, tearing the neural amplifiers off of my ears completely. My mind was kicked out of the mech just in time for me to feel my cheek hit the cockpit's enormous glass window.

"Ow…"

I slid to the floor. Now we were in freefall. In a daze, I reached my human arm out and tried to fire a web. Of course, nothing happened.

_Gotta get back in the pilot's seat._

"SP//dr!" I cried, "Activate thrusters!"

The SP//dr mech is a biomechanical marvel that requires two pilots to function. My dad's original design was completely non-functional without both pilots plugged in to the system. After he died I made a few improvements, the biggest one being the new sync engine, designed by my buddy and partner, the best pet in the whole world: SP//dr. With the new design he can operate the mech even when I'm not in my pilot's seat. It's slower with just one pilot, and not as powerful, but sometimes (like when you're plummeting to your death from a great height) you just need your partner to take the reins for a bit.

And take the reins he did. Without any help from me whatsoever my eight-legged savior turned the thrusters on the mech's feet up to max. We went from falling, to stalling, to _soaring_ straight up alongside the broadcast tower. It was a big building. Enormous. This one was so big it had its own special name, 'Sky Needle', and it was just what we needed to catch the runaway thief.

I climbed back into my seat. The seatbelt was totally busted, but it's not like I needed it anyway. I looked out of the window at the tower rushing by, then I took the amplifiers in my hands. I cupped them to my ears, and the warmth of my flesh-and-bone body was replaced by the intense rush of air against my cold mechanical limbs.

I deactivated the thrusters and gripped one of the Sky Needle's many support pylons. SP//dr scanned the streets below us. New York City was a jungle, a maze of spire-like towers and bridges, with river upon river of cars flowing between them, all layered on top of one another. A human eye could never pick out one vehicle from the swarm. A spider's eye, however…

A target appeared on screen. A black car. The _thief's_ black car. He was still storming down First Avenue. All I had to do was catch up to him.

"Alright SP//dr, time to test out those new web wings."

The mech had always had gliders, but they were made of carbon alloy, which was inflexible and hard to replace when damaged. The web wings, on the other hand, were organic, made of the same synthetic silk used in SP//dr's webshooters. It was malleable, retractable, sticky, and most importantly, wind resistant. Fully deployed, the web wings were like a couple of mini-parachutes. I checked my web-fluid levels.

"Still got plenty in the tank. Let's do it."

Bracing my human feet against the control panel in my cockpit so that I didn't smack my face into the window again, I leapt off of the Sky Needle. I let myself pick up some speed, then-

"Here we go!"

-I ejected spider silk from my arms and stuck each little strand to my legs. Within seconds I had a pair of white, sticky wings. The wind was kind. A huge gust lifted the mech into the air and down First Avenue. I activated my thrusters again. Now I was really starting to pick up speed.

"We only have one shot at this. Have to get it right…"

I felt SP//dr's idea in my mind. It was simple: crash into the speeding car. Doesn't matter how good a driver you are if your vehicle is smooshed into the road. But I had to be careful. Too much force and I could kill the thief, or kill a civilian.

SP//dr adjusted our trajectory. We were right above him now. All that was left was to dive down. I took a deep breath. Then I enabled the airbags hidden inside the control panel. I was gonna need them this time.

_Gotta remember to land feet-first. I don't wanna replace the window again._

I brought my mechanical arms and legs together and turned off the thrusters. We started to fall, and fast. I felt my butt begin to levitate above the pilot's seat and grabbed the arms to keep myself in place. Sensors flashed in warning as we neared the ground. IMPACT IMMINENT filled the screen in doomsday red, then-

CRASH!

I flew up into the ceiling just in time for the airbags up there to punch me into the airbags below.

"Hgghhhgh…"

_That wasn't worth it._

I felt SP//dr stirring within the mech's metal frame. I let him take control as the airbags slowly deflated. After doing a scan to confirm that we hadn't sustained any system damage, he stepped into the road and examined the scene. I saw in my mind's eye that the thief's car had been totaled. As SP//dr webbed it up the black started receding and the car shrunk, returning to its original tomato red.

The air bags shriveled up and I flopped back into my seat with a sigh. I could see now with my own two eyes that we had him. I opened the mech's glass front panel and stepped out. SP//dr flashed an angry emoji face at the crushed car as I said in my most intimidating voice, "You're not getting away this time! Come out with your hands up and maybe I'll ask the police to go easy on you."

He didn't stir. I couldn't see him from where I was, so I carefully crept closer to the car. The driver's seat looked empty.

_He's not dead… is he? Oh god… please say he isn't dead._

He wasn't dead. In fact, he wasn't there, at all. The car was empty.

"But I _saw_ him! You saw him, right!?" I asked SP//dr. He nodded.

I tried pulling the doors open, "They're all jammed shut! There's no way he coulda got out of there after we hit him."

_Unless he got out before the impact._

"SP//dr, access Oscorp's satellites and scan traffic in the area. He's gotta be around here somewhere."

SP//dr's face became a 'loading' bar. After a few minutes his normal emoji face returned, but he was frowning.

"Nothing!? I can't believe it! There's no _way_ he got away on foot!"

That's when I became aware of the huge traffic jam piling up behind us.

"Hey, asshole!" screamed one angry driver, " _Some_ of us have to go to work!"

I was about to give him a piece of my mind when the police showed up. Six car's worth of them. The guy in charge didn't look happy.

"What the _hell_ do you think you are doing!?" he growled.

That was my cue to get the heck outta there.

"I can explain," I said, walking back to the mech, "everything you need to know is right in here…"

I hopped in and closed the front panel. The officer folded his arms across his chest. He looked like he was ready to book me on the spot.

_He's_ really _not gonna like this part._

I placed the neural amplifiers over my ears.

"SP//dr, are the thrusters still good to go?"

I felt my feet heat up in affirmation.

"Perfect."

I gave the police officer a wave (that he didn't seem to notice) then I blasted off into the air.

"Hey!" he yelled, "Get back here!"

"Sorry! I can't be late for school!"

I was already late for school. Nine minutes late, to be precise. When I finally arrived outside the doors of Mason Banks Middle School I was almost fifteen minutes late.

I went to park the mech beside the bicycle rack when my phone lit up. I answered it.

"Aunt May?"

"Peni!? Are you all right?"

"Uh, yeah?"

"We got a warning message at Oscorp saying the mech was under attack."

"Ahhh, yeah… I kinda had to stop a robbery."

"Couldn't the police handle it?"

"Not really."

"Well I'm glad you're okay."

"I'm also late for class. Talk to you later Aunt May!"

"Take ca-"

I hung up, escorted SP//dr out of his mini cockpit, then ran through the school doors.

The halls were empty, which was nice. Usually I'd get bumped and bashed about on the way to class. Getting to my locker was a nightmare - not that there was much in it. I always took my school tablet with me, in my backpack. My locker did have one thing though: my candy stash. Aunt May refused to buy me the candy I needed, so I made up for it by using my allowance on nothing _but_ candy. You can't hide anything from Aunt May, but school was the one place she never set foot in - mostly cos she was busy. I looked either side of me, keyed in the code for my locker, then-

Suddenly a deep feeling of unease, like a stomach ache, cascaded down through my entire body.

_Spider-sense? But why now?_

"Well, well, well, if it ain't Puny Parker!"

_Oh no…_

Flash Thompson loomed over me, his square jaw locked in an mischievous grin. His friend, Kenny 'Kong' McFarlane stood beside him, looking pleased with himself. They couldn't have been more different from each other. Flash was a blonde sports hero, a modern day Adonis, whereas Kong was big, bald, and goofy. At first only Flash called him Kong, but then somehow he began to take a liking to the nickname. Now everyone called him Kong, even some of the teachers.

_What is it with Flash and making fun of people's appearances?_

"Ooooh," he cooed, barging me out of the way and peering into my locker, "what do we have here?"

"Don't touch that!" I yelled.

"Looks like candy."

Kong budged up to Flash, "What kind?"

"Nothin' you'd like," he replied. He looked over at me, "You got any Atomic Bombs in here?"

"Is that a World War Two joke? For real? Didn't know you were into ancient history, Flash."

"What the hell are you talking about? I obviously meant the candy, idiot! You sure get butthurt easy, don'tcha!"

He held the box of candy in front of his face, then dropped it unceremoniously to the floor. All the different sweets spilled out into the hall.

"Whatever," he said, "there's nothing good in there anyway."

He turned his back and started walking away. In my mind I ran up to him and dropkicked him to the floor, legsweeping his buddy Kong off of his feet too for good measure. In reality I knelt down and started reassembling my scattered collection of candy.

From the other end of the hall I heard his voice mocking me, "See ya later, loser!"

"Ugh…"

I grabbed a sweet strawberry jelly bomb from my box and popped it in my mouth. Immediately I felt better.

_Candy solves all problems._

Except for being late for class. Candy didn't have a hope in heck of solving _that_.

* * *

Somehow my homeroom teacher wasn't annoyed at me.

"Twenty minutes late - you must be Peni Parker," she joked as I dragged my heels through the door to my new class for the year, class 3-3.

"Sorry Miss-…"

_Crap! Her name! I didn't look up her name!_

"Drew. Jessica Drew. Now if you could take your seat please."

Everyone was snickering as I did the walk of shame. I ignored them, and took my seat next to my only friend in the whole room: Cindy Moon.

"Don't worry, you didn't miss much," she whispered as the teacher marked my name off on the register.

"Well that's a relief."

She leaned closer, "… is it true?"

"Is _what_ true?"

"That you're dating Dustin Lieber?"

"No!" I yelled, instinctively recoiling from the mental image. The class fell dead silent. Miss Drew was looking at me. My mouth was hanging open.

She cleared her throat, "Well...now that everyone's here, let's take lunch orders. Tell me if you have any allergies. Don't want the cafeteria killing you during lunch break now, do we?"

I turned to Cindy, "Where did you even hear such a stupid story? No wait, I can already guess."

"It's not like I go out of my way to read it or anything-"

"I know."

"Everyone was talking about it. I just kinda overheard."

"I don't know why Gene Pop is so obsessed with me."

"On the bright side, you always look pretty in the photos they use."

"That's cos the photos aren't real, Cindy. I don't think they've ever taken a real photo of me in my entire life."

Miss Drew walked up to my desk with a tablet in hand, "It says here you always have tomato pasta?"

"It never lets me down."

"We have one of the best chefs in New York in this building-"

"Harry says he's one of Mr. Osborn's personal chefs."

"-yet you don't wanna try anything different? You could have Moroccan vegetable tagine."

"I don't like vegetables."

"But you're _vegetarian_ …"

"Tomato's a fruit."

With a smile on her face she pinched the bridge of her nose, "Cindy, what would you like?"

"I could go for some tomato pasta myself, if that's all right?"

She laughed in disbelief, "You're gonna make the chef cry."

"Send him my apologies. For both of us."

I put on a mock angry expression, "Hey, there's nothing wrong with knowing what you like!"

Miss Drew started walking away, "I'll tell him that."

* * *

Classes were about as interesting as you'd expect. When I first joined Oscorp I was promised special tuition, one-to-one and on a level that'd really push me. They delivered on their promise, assigning one of their best scientists, Anna Maria Marconi, to be my teacher. But then Mr. Osborn fired her. It's a long story but basically her greatest invention tried to kill the whole company. It was _my_ fault, but she took the blame. I was in an educational dead zone for a while after that, seeing Anna on weekends and evenings when she had the time, till one day we received a message from Mr. Osborn telling us that he'd built a whole school just for Oscorp employees. 'Finally!' I thought to myself. Unfortunately the reality was… disappointing. I mean yeah, it was a LOT better than my _old_ school, but it was still _school_. I wanted to be in the lab making things, doing experiments. I wanted to be manipulating spacetime like the people in Oscorp's Experimental Science Division - not stuck learning about how cell division works.

At first they put me with kids my own age, but me and people my age don't get along. It's like talking to an alien species - and the feeling is mutual. So, of course, in my first semester I got moved up a year, then another. I entered the middle school branch of the building at ten years old, and now at twelve I was learning with a bunch of fourteen year-olds, some even older. But it didn't matter how much they moved me up, or how much extra homework they gave me - classes were still mind-numbingly slow. It's not like I didn't learn _anything_ in them, but what they taught in a week I could learn in a day. Honestly the only useful thing school ever taught me was how to pretend you aren't daydreaming.

"Peni?"

I looked up from my book. The English teacher, Mrs. Winterhalter, was staring at me from the other end of the room.

"Page nine, if you don't mind. The last two paragraphs."

I gently coaxed SP//dr off of the school tablet sitting on my desk and swiped over to page nine.

"But time passes and gradually the idea of leaving him - never fully articulated to begin with - slips away as the knowledge of a rational waking world slips away in sleep; gradually there is no world for her but the world of the dream in which she lives, a dream like the ones she had as a girl, where she ran and ran as if in a trackless wood or a shadowy maze, with the hoofbeats of some great animal behind her, a fearful insane creature which drew ever closer and would have her eventually, no matter how many times she twisted or turned or darted or doubled back.

The concept of dreaming is known to the waking mind but to the dreamer there is no waking, no real world, no sanity; there is only the screaming bedlam of sleep…"

* * *

When the lunch bell rang, Cindy went off to hang out with her long-time friends Lola and Rafferty, and I went to hang out with mine: Harry Osborn.

"You're still studying?" I asked as I sat down next to him at an extra long cafeteria table.

"This new biology teacher is gonna be the death of me."

"There's a new one?"

"She just started today."

"What happened to Mr. DiPaolo?"

"I dunno. I was still getting e-mails from him till a couple weeks ago, then they just stopped."

"I thought he was on paternity leave or something."

"Yeah, well…"

I leaned over his book, "Senescence, huh?"

"I was the only person who didn't get it."

I stabbed my tomato pasta with a fork, "I can help you if you want."

He looked at me, "Will you ever eat pasta with a spoon?"

"Will you ever learn the meaning of senescence?"

"I could teach you, you know."

"About spoons?" I asked as I jammed a clump of pasta in my mouth.

He smirked, "Yeah, about spoons."

The pasta was way too hot.

_I can't just spit it out now. Gotta bear with it._

I heard my phone buzz in my backpack. I ignored it.

"I've got biology next," I said, trying to get cool air onto my hot tongue, "so I guess I'll be having this new teacher too."

The phone buzzed again. I swallowed the pasta down and incinerated my throat, "Really need to let that cool down more before I chow down on it."

"You've been saying that for weeks!"

I unzipped my backpack and pulled out my phone, "It's not my fault pasta is so tasty!"

There were two text messages, both from the same unknown number. I opened them up.

[I'm watching you] read the first one. The second sent a chill down my spine.

[Don't ignore me, Peni]

Harry must've seen the expression on my face cos he asked, "Everything okay?"

I dropped the phone back in the backpack, "Yeah… Just some weirdo. Couple of random messages. You know, nothing… nothing I haven't had before."

Except it wasn't like _anything_ I'd had before. Usually the randos who messaged me did it through chatbubble or spacebook. No one had ever sent a message directly to my phone.

Harry sighed, "Another crazy fan, huh? I don't know how you handle it. Honestly when I see the crap Gene Pop writes about you it makes me glad I'm a nobody."

I forced a laugh, "I don't let it get to me."

I heard the phone buzz again. SP//dr, who had been resting calmly on my shoulder, leapt up in the air at the sound of it. Harry got busy with his lunch, which looked like a hamburger with salad, but without the bun. I picked up my fork. Before I so much as tickled the pasta the phone made its presence known yet again in my bag.

"Dude doesn't wanna let up, huh?" Harry commented.

I didn't dare check the messages. I needed to start on my lunch or else I'd never finish it before class.

_Gotta ignore it._

I felt it vibrate in the bag one last time, then I yanked it out and switched it to silent without reading any of the messages. Harry stared at me.

I glared back at him, "What?"

He shook his head, "Nothing."

"Sorry… I-"

"It's fine, I get it."

I watched the tomato sauce on my pasta trickle around the plate. My appetite had completely disappeared.

_I need to calm down. Just cos they have my phone number doesn't mean I'm in danger. I can just change it. It's nothing. I can deal with this._

SP//dr stroked the top of my hand with his little legs. A drop of relief trickled down through my chest.

_That's right, I'm one half of the most awesome pilot team in the city. I can handle anything. Whoever this is, they have nothing on me._

* * *

I shouldn't have checked the messages on the way to class.

[How's the pasta, Peni?]

[Wondering how I got this number?]

[Your mech looks like it's in good condition]

After I put the phone on silent they'd sent one more:

[Nice house, too]

Beneath the message was a picture of my aunt and uncle's house, taken right outside the front door.

I felt sick.

_How did they find the house?_

Even as I asked the question the answer was obvious: the mech. I always parked it in the back yard like an idiot.

_This person found them because of me, and now…_

I needed to do something, and fast. Tapping the 'call' button on Aunt May's number, I dashed down the hall.

_Need to get to the mech._

SP//dr clung onto my neck for dear life as I sprinted as fast as my legs would take me. I dashed round the corner, past the lockers, then-

"Where are you off to in such a hurry?"

I didn't recognize the woman in front of me.

"I'm sorry but I really need to take this call outside!"

"Haven't you got class now?"

"I'm not late yet. Just, please, I only need a minute-"

"What's your name?"

"Please, lady!"

"Your name."

"Peni, Peni Parker."

"You're in my class."

" _Your_ class? Biology?"

_She's the new teacher!_

The phone went through to voicemail. I didn't waste any time, "Hey Aunt May, just checking to see if you're alright! If you're at work then that's great, stay there and have a nice day, and uh, call me?"

The new teacher raised her eyebrows as I hung up, "Is there something I should know?"

I could feel the sweat dribbling down my forehead, "Nope. Nothing. Just gotta… check my mech! Superhero things, you know."

"Can it wait?"

"Uh, well, I mean-"

"The mech looked fine when I came in just now."

"Didn't you just finish teaching Harry?"

"When _you_ have lunch, _I_ have lunch. How do you know Harry?"

She wrapped an arm round my shoulder and started marching me back the way I came.

"We're friends," I replied.

"Of course. He seems like a nice boy, and a good student too. Very attentive."

SP//dr bristled on my cheek as the teacher forced us back through the school. He kept staring at her with his forelegs raised. I didn't like her either, but he _really_ didn't like her.

_What's wrong SP//dr? What are you seeing that I'm not?_

My phone lit up in my hand. Another message from the mysterious stranger. I didn't open it, and the teacher didn't mention it. A short stroll later I was back in class 3-3, sitting next to Cindy by the window.

She didn't mince her words, "You look terrible."

I slumped forward on my desk, "I _feel_ terrible."

"Was lunch that bad?"

"It's nothing to do with the food."

SP//dr scuttled up my forearm.

"Your spider seems grumpy too," she said, then lowering her voice, added, "do you wanna talk about it?"

"Maybe later, after class. With this teacher around… I dunno, it's like she can read my mind."

"Read your _mind_?"

"I can't explain it. There's just something weird about her."

As I said that the biology teacher got behind her desk and clapped her hands, "Hello everyone! As you probably gathered, I'm new here. My name is Ashley Kafka and I'm your new biology teacher. You can call me Ashley or Miss Kafka, whichever you prefer."

Someone must've raised their hand because Miss Kafka pointed to the back of the class and said, "Yes, go ahead."

"What happened to Mr. DiPaolo?"

"He's taking a break for now. I can't say any more."

_Kafka… where do I recognize that name from? Isn't she from-_

"-the Ravencroft Institute For the Criminally Insane…"

She smiled at me, "That's right, Peni."

_Wait… I said that out loud?_

I felt my cheeks heat up.

"I was a psychiatrist there," she continued, "I like helping people. So when I saw your school needed a biology teacher, I thought I'd step in."

Her smile was so warm and genuine I didn't even question why she'd give up being a psychiatrist to become a substitute teacher.

"Anyway, we'd better get started," she said as she turned on the smartboard, "or the principal won't be happy with me!"

* * *

The end of class couldn't come fast enough. I practically leapt out of my seat when the bell finally rang.

"Peni, where are you going?" Cindy called out. At Mason Banks you don't change rooms for different classes. The teachers come to you.

"I uh…"

Miss Kafka smiled at me.

"…really need to pee!"

Before either my teacher or my friend could complain I hurried down the hall and out of sight.

_Need to get to the mech. I can access the satellites from there, and with the satellites I'll know if anyone's hiding outside the house._

I saw the school entrance up ahead, along with the security desk, which was surrounded by screens connected up to security cameras throughout the building. The guard would know I wasn't meant to be there.

_It's not like they don't know who I am. I'll just tell them I'm going off to fight crime or something._

Except they got notified of crime reports. I had a similar app on my phone for when Oscorp needed me to protect their 'assets'. I'd managed to prevent them installing trackers in my mech, but in the end it didn't matter. After all, I took my phone with me everywhere anyway, and that tracked my movements _as standard_ without any meddling from Mr. Osborn and his cronies.

I unlocked my phone and swiped open the stranger's latest message.

[Tell them, and they die]

_Is he talking about Aunt May and Uncle Ben? Or does he mean… anyone? Everyone?_

Whoever was sending the messages needed to be stopped. They were more than just some random stalker. No one had ever gone so far as to stake out my house before. I watched the security guard lazily observe his plethora of screens, then I walked towards the main doors. I expected him to say something as I walked past his desk, but he didn't. It wasn't until the automatic doors opened for me that he called out,

"Hey, kid! Where do you think you're going?"

I froze, "I uh, well, I've gotta go stop crimes, you know, as SP//dr."

He checked his computer, "Oscorp haven't sent out an alert."

"I know that, but not every crime is an 'Oscorp Alert' level crime, you know? Does that mean no one should stop it?"

"That's what the police are for, kid."

"I disagree."

"You can disagree all ya want, but I ain't letting you skip school."

"I'm not skipping!"

He pointed down the hall, "Class is that way."

I dragged my heels back past his desk, "Can I least use the bathroom first?"

His eyes burned with distrust, "Alright, the bathrooms are," he pointed away from my class, "that way. But don't make me come in there and get you."

"Yeah, yeah."

I did as I said I would, and went into the bathroom. All the bathrooms at school were unisex, a mixture of normal and 'squat' toilets, which were like fancy holes in the ground. The stalls stretched from floor to ceiling, so you couldn't peek on people using them, and were totally soundproof. Sensors in the floor detected how many students were occupying a given stall at any one time. If more than one student went into a stall at once, a silent alarm would notify the guard. The principal said it was to stop 'canoodling'.

The sensors didn't detect spiders, though.

"I'm gonna need you to do some solo piloting for me, SP//dr," I said, cupping my eight-legged friend in my hands.

The ground floor bathroom near the entrance was unusual in that it had an enormous frosted window. The very top of it could open out wide - useful on hot days to help vent the humid air. It also doubled up as an emergency fire escape. Normally the air conditioning was enough to keep things cool, so the window stayed locked. But because it was an emergency escape route (and needed to be totally failsafe) it was locked manually, with a proper old-fashioned key. What the guards didn't know was that I'd cloned the key shortly after the first time I'd been turned away at the exit.

I could've just gone to the bathroom in the first place - it would've saved me the hassle with the guard. But as I opened the window and the stench of the school's food recycling vats assaulted my nose, I was reminded once again of why I preferred to leave through the front door.

If I'd just gone straight to the bathroom I could've gone to my mech directly, but now the guard would be on the lookout. The only way to get to the spot where I parked the mech was to go past the main entrance. Obviously that was out of the question.

"Go get the mech and meet me back here," I said as I guided SP//dr onto the wall outside. This wasn't the first time SP//dr had to activate the mech by himself. There was a tiny hole in the plated armor that led to an equally tiny door, a door that would only open when SP//dr's active bioelectric signal was detected nearby. It'd saved my butt on more than one occasion when fighting NYC's never-ending stream of crooks, and it also came in handy for situations like these.

_I bet they wish they'd never taught me about biomagnetism._

I squeezed myself through the bathroom window and tumbled onto the lids sealing the recycling vats.

"Ugh! This is so gross…"

But worth it. No sooner had I clambered down the vats than SP//dr was standing before me with a huge, pixellated winky face. The front hatch popped open with a slight hiss, and SP//dr lowered the mech so I could easily step in. As I sat in the pilot's chair I tried to fasten my seatbelt, but then I remembered - I broke it on the way to school.

"Need to fix that."

There were a lot of things that needed sorting out, but only one was on my mind in that moment. I pulled out my phone.

"Alright SP//dr, let's find out who this guy really is."

SP//dr accessed my phone remotely and started tracing the messages. The first was sent near my house, the second near the school. But then the third, which came right after the second, was seemingly sent from all the way out in Brooklyn.

"That's impossible."

The more we searched the more nonsensical the results became. I realized then that the sender had scrambled the message's path, hiding which communication towers it'd visited.

"But it'd have to leave a trace… right? One of those towers would have to point to the right cell phone."

Even then, it could easily have been a burner phone, or even something emulating a phone. By the time I found it, it could be dumped on the floor or in the river.

Suddenly my phone started buzzing in my hands. I dropped it in shock. It buzzed again, rumbling along the floor. Then I saw the name of the caller. I leaned over and snatched it up.

"Aunt May?"

"Peni, is everything alright?"

"Uh, yeah, everything's fine! Why do you ask?"

"Are you sure? You didn't _sound_ fine in your message."

I thought about what the stranger said. [Tell them, and they die].

"Oh yeah, the message! Don't worry about that. I just got the urge to call," I lied, "You know, just, wanted to check in!"

"You're _sure_?"

"Positive."

"Okay, well I'm on my way home now, so if you need me-"

"No! Wait! I mean-"

"What?"

"Nothing. I… I have to get to class. It's gonna start any minute."

"Peni are you _sure_ -"

"Bye Aunt May!"

I turned the phone off and threw it in my backpack.

"We have to get back home _now_!"

SP//dr fired up the mech's thrusters while I placed the neural amplifiers over my ears. I felt my body melt away as I (mentally) sank into the mech. I could feel the heat building up in my legs, feel the web fluid stored in the cartridges embedded in my arms. I could feel every ping from every comms tower in range and sense every satellite zooming overhead.

_Time to catch a stalker._

I launched into the air. The city stretched out before me. Towers of metal and glass, rising up from the earth like stalagmites, glittered in the midday sun. The mag-lanes were clear, as clear as they ever were in New York, but I had no need for them. The only way to get back to Ditmars-Steinway before Aunt May was over the river.

My school was about mid-height in the city. Back before the climate crisis cities only really had one level: the ground level. Sure you had skyscrapers, but everything was accessed first and foremost from the natural land beneath your feet. After the oceans rose, though, people didn't wanna live in the flood zones (i.e. ground level buildings) anymore, so they started building streets way up high. Then those got busy, so the really fancy neighborhoods got their own special streets built even higher than that. Yorkville, where my school was, happened to be one of those fancier neighborhoods. Why does any of that matter, you ask? Because right at the tippy top, on East End Avenue where the old Stark building used to be, was an enormous viewing platform built specially for those extra-classy residents. I'd never actually been up there before, but I often saw it on the way to school. It's not something you could miss; the gold plating all over it was practically blinding when you swung up really high - really high being the operative phrase. The thing was so high that with a single jump off the top you could glide right down to Astoria Park.

Which is exactly what I intended to do.

With my eyes on the prize I swung up and up between the buildings till I got a clear shot at the viewing platform. Then, with a single line of web, I thwipped myself towards it and flipped over its twenty-four carat railing. The rich folk enjoying the view nearly jumped out of their designer jackets as my huge mechanical feet stomped down in front of them.

"Don't mind me, just passing through!" I explained, trying not to laugh. They didn't find it so funny.

"AAAAHHH!" screamed one old lady.

"I take it you're not a fan of spiders?"

When she fainted on the spot I decided it was time to make my getaway. With a horde of angry rich people forming behind me I hopped onto the golden railings once again, giving them a friendly neighborhood dent in the process, then leapt into the air.

"WOOHOOOOOO!"

I activated my web wings and soared over the East River. The leafy trees of Astoria Park rippled invitingly in the distance as I began to make my descent. I dodged past Hallets Point Watchtower and dipped under the Manfredi Bridge just in time… to fall out of my seat and land face-first on the mech's window again.

"Stupid broken seatbelt," I mumbled.

I hadn't turned on the airbags this time, so a crash landing for the mech meant a crash landing for _me_ too. Recognizing the danger, SP//dr immediately did what he needed to in order to keep me safe.

He opened the window.

I fell into the sky, face-to-face with the green-blue river. Then I felt SP//dr's mechanical hands grab me. He slung me back in the mech and webbed me to the chair.

"Good thinking, SP//dr!" I said as the whole world span before my eyes. I managed to find the presence of mind to re-attach the neural amplifiers just in time to feel the mech morph into its ball form as we slammed down into the remains of the Robert F. Kennedy Bridge. We rolled through the park: green grass, blue sky, green grass, blue sky, till finally a tree killed our momentum.

I started laughing, "Wow! That was AMAZING! I'm _definitely_ doing that again!"

The laughter stopped when I heard my phone buzz again in my backpack. I changed the mech back into its bipedal form and checked to see if I'd got another message from the creep. Sure enough, it was him.

[Too late]

_Too late? Has he-_

"No, there's no way he's got to Aunt May yet."

_I don't even know if it's a 'he'. It could be anyone._

With shaking hands, I typed in a message of my own.

[Who are you?]

But the message didn't send. It couldn't find a number to be sent _to_.

"Ugh, of _course_ he hid his number."

Still webbed to the chair and wired up to the mech, I extricated us from the tree and stomped out of the park. The locals were so used to seeing SP//dr and I in the mech that they didn't even stare as I webbed my way into the upper echelons of Ditmars-Steinway. Within a few minutes I was outside my aunt and uncle's house.

I stood in the driveway and scanned for heat signatures in the area. Sure enough, there were people around, but they were all in their houses. Unless one of my neighbors had suddenly decided to start harassing me, that meant the stalker wasn't here.

"SP//dr, check the satellites again…"

But they turned up empty too. My phone lit up.

[I see you]

At this point it wasn't even surprising. I was starting to suspect he was lying, cos I'd never seen camouflage so effective that it rendered you totally invisible. Well, I'd never seen it outside Oscorp, anyway.

_Maybe this person_ works _for Oscorp._

"Or maybe he's in my house."

_Or someone else's house._

"Am I seriously being stalked by my neighbors?"

As soon as those words left my lips I got another message.

[No]

I froze.

"No…? No to what?"

_Can he hear what I'm saying?_

I was shaking now.

_There's no way someone could bug the mech. I'm the only one who even knows how it_ works.

I took a deep breath.

_Calm down, Peni. Let's just check the house before Aunt May gets back._

I launched myself over the roof and landed in the back yard. I did another infrared scan. Just like the first, it turned up empty. No unusual bioelectrical signals, no unusual heat signatures, nothing.

De-powering the mech had never been so nerve-racking, but it had to be done. SP//dr let himself out of his little cockpit and crawled onto my cheek. I stroked him with my index finger.

"Even if they bugged the mech, that doesn't mean they've bugged the house. It could even be my _phone_ that's giving me away… hmm…"

I left my phone in my backpack, and left the backpack in the mech. With my keycard in hand I carefully walked up to the house's rear entrance. It was locked.

I breathed a sigh of relief, "That _should_ mean that no one's been in here since Aunt May and Uncle Ben left for work this morning."

That didn't stop me from peeking into the hall before fully opening the door, though. It didn't ease my mind enough for me to walk straight in, either. Even knowing that no one could possibly have come in while the rest of us were out, I still felt compelled to listen for any little sounds, check for any signs of movement - but everything was just as it should be. Nothing was out of place. There was no noise. It was just me and SP//dr.

I almost wanted to cry in relief. Had I really been that stressed about it?

_It's not like he's my first stalker._

I laughed at myself, "Probably just hacked my phone. I'm such an idiot."

The school was _definitely_ gonna contact Aunt May about my absence after lunch, but it was worth it. I couldn't have known it was just some rando.

I started climbing the stairs, "He really had me going for a second there."

My bedroom door stared at me from across the landing. The ground floor had been totally normal - that didn't mean the first floor would be.

_It will be._

I peeked into Aunt May and Uncle Ben's room: nothing. I peeked in the bathroom: also nothing.

_There's no one here. I just need to relax._

But I couldn't relax. I still had my room left to check.

I cracked my knuckles, then as quick as I could I threw my bedroom door open and charged in.

"Come out you coward!"

But it was empty. Everything was in its right place. The only person home was me.

I flopped onto the bed and let my tension melt into the mattress.

"Stupid stalker."

_I should've just told a teacher._

"How could I know he wouldn't actually kill someone if I did, though?"

SP//dr crawled down my arm and rested on my hand. Today really had been a terrible day.

"Maybe I should call Anna."

But my phone was still in the mech.

"Could use the holophone… pretty sure she wrote her number down at some point."

_Yeah, I should call Anna. She'll understand._

I sat up and span around so I was sitting on the edge of the bed. Then something caught my eye, shining bright white by my pillow. As I looked closer I realized it was _underneath_ my pillow. It seemed to be a sheet of paper.

"What the heck?"

I grabbed the edge and pulled it out. When I saw what was on it I nearly fainted.

"No…"

It was a handwritten message, scrawled in black ink. It read: THERE IS NO ESCAPE FROM ME, PENI PARKER.

"That's not possible. How…? How could someone get in here without a key? Without setting off the alarm? Who…?"

I was wrong. This wasn't just some stalker. This person was dangerous. They got into my mech, my school, my _house_ … and I had no idea how they did it.

"Why me!? Why!? What am I supposed to do!? How do you stop someone like this!?"

I desperately scoured my brain for an answer, but nothing was coming to me… and as I sat at the edge of my bed trembling in fear, panic rising in my chest, I began to think that maybe nothing ever would.


	2. The Moth's Flame

**Summary for the Chapter:**

> Last chapter, Peni rushed back early from school after a mysterious stalker threatened to hurt Aunt May. However, when Peni got home, no one was there. 
> 
> Now Aunt May has arrived, and she wants to know what the heck is going on. But Peni can't possibly tell her. Not when the anonymous stranger is watching, waiting...

**Notes for the Chapter:**

> Whew! This chapter was a monster to get right. It took a whooole lot of editing but I'm finally happy with it! I'm gonna TRY and get these out every two weeks in future but don't panic if it ends up taking another month!
> 
> Also, sidenote, Daredevil will be coming up at some point within the next few chapters. His outfit at this moment in time is his usual red, but he eventually switches to his comics outfit (spikey with lots of browns and blacks). There's a reason for all that, which will be explained! Just wanted to make it clear I haven't forgotten what his Earth-14512 outfit looks like!

Aunt May wasn't happy, "You still haven't explained why you came back early from school."

I dragged my uncle's black and yellow toolbox out from the cupboard under the stairs, "I told you, I panicked."

"Your spider-sense doesn't just activate for no reason. We've tested it thoroughly. We can even estimate its maximum effective distance. Incidentally the maximum distance isn't even a tenth of the distance from here to Mason Banks."

"I don't know why it flared up, but it did, okay? It just did."

She crouched down beside me, "Peni, what happened? Are you being bullied?"

_Yes, but that's not why I came back._

"No."

"You know how important it is to attend school properly."

"I already know everything they're teaching me."

"Peni-"

"Aunt May, please, you don't have to explain it again."

"You can't keep skipping school like this."

"I have to protect the city. New York _needs_ SP//dr."

"New York has an entire police force to deal with crime, Peni. It's not your job to get everything. The only place you have to protect is-"

"Oscorp, yes, I know. I don't see what makes it so special."

"Oscorp built your _mech_."

" _Dad_ made the mech, they just took the credit."

I opened up the toolbox. I needed a special kind of nanobot, a neuronal nanite. Neuronal nanites are nanobots with a very specific function: to connect one gizmo to another, so that they can communicate wirelessly with zero latency. They can also, if you have the know-how, allow a machine to directly interface with an organic brain without the need for wires or headsets; a bit like telepathy, but between people and _machines_ rather than people and other people. You'd think something _that_ cool would be ubiquitous nowadays - I mean it's, what, the 32nd century? But unlike other nanomachine technology, you can't just casually buy brand new neuronal nanites. The company that produces them has a complete monopoly on the market, so they charge sky-high prices for anyone wanting in on the action. That means only the most high-end products get to enjoy the benefits neuronal nanites offer. Of course, the _manufacturer_ doesn't have to worry about such prices. They can produce as many nanite-heavy products as they want, cos the nanites are actually ridiculously cheap to make. The company's name? You guessed it: Oscorp.

_Can't believe I used to think Mr. Osborn was a nice guy._

"Peni are you even listening to me?"

I looked up at Aunt May. She had her arms folded.

"Sorry…"

"I know it's been difficult for you since your father passed away. I understand that fighting crime _helps_ you. But there's a limit. There's a point where it becomes an obsession."

"What's the point in having the mech if I can't use it to help people?"

"You were never meant to have it."

"But I do."

"Yes, you do."

"And I enjoy piloting it. SP//dr and I make a great team."

"I'm not saying you're doing a bad job. I'm just saying you need to rethink your _priorities_ -"

"I can't just let bad guys hurt people, Aunt May. I need to… I need to-"

_Make sure that what happened to Dad never happens to anyone else. Ever._

"I know, but you need to go to school, too."

"I don't _need_ to go."

"You _do_ need to go, and if you skip again… I'm going to ground you. Completely. No mech, no crime fighting, nothing."

It felt like a weight had been dropped down into my stomach, "You can't be serious."

"I'm serious. You've been such a well behaved girl that we've never needed to punish you. Ben and I _considered_ grounding you when you skipped the first time, but I told him you were just hurting. I accepted that you needed space, that you were still grieving. But then you never stopped."

"If I'm not out there, people are gonna get hurt, or _die_."

"You're not god, Peni. You can't save everyone. No more skipping. Not for anything less than an Oscorp alert."

"But Oscorp never gets alerts!"

"I know what I said."

"Aunt May, please-"

"That's final. You can go out and fight crime after school, but during school hours you stay _in school_. Understood?"

I huffed, "Fine, not that it'll teach me anything useful."

"It's not all about classes. You know that right? You need to make friends, too."

"Where are _your_ friends?"

She paused, "I… we… stay in touch. Work is very demanding at the moment-"

"That's what I thought."

I picked up the toolbox, which was still hanging open, and carried it out to the star-lit backyard without looking back at Aunt May.

_I should just tell her the truth and let that stalker try and-_

"No! No…"

She could never know the truth. Whoever this person was, they were smart enough to break into the house and leave a message under my pillow without tripping a single alarm. They could easily get to Aunt May.

' _There is no escape'… that's what it said._

Even my room wasn't safe. Nowhere was safe. I had no place to hide, and no one to tell. As my feet crunched on the twigs and dead grass at the back of the yard, I closed my eyes and promised myself:

_I'll get through this, one way or another. I'm not alone. SP//dr is with me. Dad is with me…_

I opened up my mech's entry hatch and stepped inside. It was time to check for bugs - and not the eight-legged kind.

_That stalker was listening to me somehow. My words… maybe even my thoughts._

I hadn't considered that the neural amplifiers could've been tampered with. They were old and frayed, the exact same ones my dad used when he piloted the mech. They'd needed replacing for a long time, but I could never bring myself to do it. I'd tweaked so many things, but those glorified headphones… somehow when I wore them, it was like his hands were over my ears, like he was still there in the cockpit with me. One time they got dragged off my head in the heat of battle. There I was, motion sick and dizzy on the cockpit floor while some mad scientist in a power suit threw me off the George Washington Bridge. It nearly killed me - would've got me killed for sure in fact if I hadn't accidentally crashed into a tour ship on the way down (an expensive but life-saving mistake). Even then I didn't replace them.

_I could probably leave them as they are. No way anyone could mess with these._

Except this person _could_. They already got into my room and stalked me all through the school without being noticed. My first thought was that they'd hacked my phone, but I checked it and couldn't find any malicious code.

_Either they're in the mech… or they literally read my mind._

I'd seen and read about lots of incredible things, but never had I heard of a mind reader outside of Professor Xavier, and there was no way it was _him_ stalking me… right?

I reached around behind the amplifiers, to where the wires trailed into the back of the seat. The whole thing had to go.

_Need to fix the seatbelt too…_

SP//dr crawled down my arm and onto the top of my hand.

"Careful, lil' guy, I'm gonna be doing a whole lot of DIY and I don't want you to get hurt."

He didn't seem afraid as I started cutting open the back of the chair with a hard light knife. I uncovered the full length of the neural amplifiers' wiring, right down to where it connected up with the rest of the mech's infrastructure. The heart of the mech was the sync engine, of course, but in the floor was a kind of electromagnetic junction where information could be transferred quickly and easily between systems. _That_ part didn't need to change, but if I wanted to replace the amplifiers, the wiring had to be removed.

I carefully disconnected each wire from its socket and coiled them up around my arm. SP//dr sat on my shoulder, watching the action. Once I'd collected up all the wires I gently detached the headphones from the pilot's chair. They really _were_ beaten up.

_You've seen a lot, huh?_

I brought them close to my face. I thought maybe they'd smell of him, but they didn't. They just smelled of plastic. With a heavy heart I gave them a little kiss, then I put them in my backpack. Even if I couldn't wear them in the mech, I could still keep them with me.

_I'm not abandoning him. I'm just making his design even better. He'd want this._

That's what I told myself as I crouched down and dragged out what was left of the old seatbelt. Like the neural amplifiers it was clearly never intended to be used beyond the prototype phase. It was tech so old even the Millennials had it, just some fabric with a rudimentary brake system. I needed something better. Something modern. I whipped out my phone, ignoring the sense of dread that burned in my throat as I unlocked the screen, and opened up the schematics for a gravity-based anti shock system. Simply put, the electromagnetic energy that kept the mech's limbs in place could be rerouted to hold _me_ in place in the event of a crash - or at least, that was the plan.

"It should be fine… I think."

After I was done fitting the new 'seatbelt' I downed a can of cola (it's always good to have a few lying around, just in case) and started installing the nanite receptors. Nanite receptors, like nanites, were pretty small. They had only one function: to relay patterns sent to them by nearby nanites. Hardware that relied on nanites usually came with built-in translators to make the whole process easier. The human brain wasn't so simple. The _mech_ wasn't so simple, either. To get neuronal nanites to work with something organic you had to train them. You had to teach them to recognize the unique patterns of _your_ specific mind. It was even more complicated in my case, cos I had _two_ minds to work with, which could either make it easier, or a _lot_ harder.

"There."

The receptors were installed in the floor. There was no need for another receptor array because the second receptor was literally my _brain_. The information would, if everything went right, go from my brain, into the receptors, then into the mech and thus SP//dr's brain. The code to carry that out was all there in the mech, the sync engine was still exactly the same. If the nanites were co-operative, syncing with SP//dr would (in theory) be silky smooth. _If_ they were co-operative…

_I hope I'm remembering Anna's instructions right._

Aligning a human brain with nanites was one of the last tricks my old tutor Anna taught me before I joined Mason Banks. Nanites behaved a lot like neurons in the brain. All they did was carry a charge - the actual _information_ was conveyed through the pattern the charge formed in its journey across the neuron cloud. You needed to reinforce the connections you wanted, and ignore the ones you didn't. You needed to _ignore_ when the machinery you were hooked up to started to go wrong, and focus only on the desired outcome, and you needed to do it over and over again. That was when you were working with just _one_ brain.

I took a couple packs of nanites out of Uncle Ben's toolbox. I needed enough to convey complex information quickly. Once released, they'd float around the cockpit and respond to my thoughts. Immediately.

"Alright SP//dr, time to get in your cockpit," I said as I opened up the tiny hatch that led to his specially designed arachnid-friendly cockpit. When we were both in position I cracked open the first box of nanites. They rushed out in a cloud, flickering and sparkling like translucent fireflies.

"Wow…"

_Gotta do the second box now._

I released the second swarm of nanites and they quickly dispersed and settled till not a single one could be seen inside the mech. I sat in my chair.

"Well that was easUUHHHHHOWOWOAHHH!"

My mind dipped in and out of the mech. One moment I could feel my human arms, the next I was numb but for SP//dr's mechanical feet. My field of vision expanded and contracted wildly so that from my perspective I was watching the starry sky and the smooth metal floor of my mech at the same time.

_Focus._

I closed my eyes and thought about the feeling I had that morning, the feeling of soaring through the air, the wind against my synthetic limbs. I felt my consciousness drain out of my body and fill the mech. I could feel SP//dr within me, a warm feeling in my chest, a tickle of tiny hairs on my arm. He was there. He was me. We were together.

We were one.

_Yes, this is it._

I opened my eyes. I saw my cockpit. I saw the trees bristling in the wind in the backyard. I felt the stillness of the air in the mech, and the cool rush of the breeze outside, simultaneously. It was like I was two people at once. Normally that'd be a sign that the sync had failed, but somehow… somehow it felt _right_ , more balanced. SP//dr's mind was as present as my own, as if our bodies had overlapped without splicing our consciousnesses.

That probably _did_ mean the sync failed. But it wasn't a bad feeling. I could get the nanites to correct it, to make it like it was before. As that thought entered my mind I could tell SP//dr would be happy to go along with that.

_Hang on. Let me test something…_

I stood up in the cockpit and opened the entry hatch. I walked out onto the grass, staring at my aunt and uncle's house. I could still feel the mech's limbs. In my mind's eye I could see _myself_ , standing by a tree, looking across to the house. I tried walking further. The feeling got weaker. I walked about ten paces before finally I couldn't feel the mech's limbs anymore. I half expected to faint, like what normally happened when I got suddenly disconnected from SP//dr. But I didn't faint. I didn't even feel woozy.

I turned and look back at the mech. SP//dr shone an emoji smile at me. I waved at him, and he waved back.

 _This might actually be better. Like, a_ lot _better._

I ran up to the mech and hopped back in, immediately feeling SP//dr's mind sidle up to my own again. It was like putting on a coat, or a backpack. As soon as I was in range the entire mech was in my consciousness again.

"Amazing…"

I still needed to check for bugs. Checking everything manually would take forever, and I couldn't guarantee that I wouldn't miss something small. The only way to know for sure would be to let my mind sink into the mech and _feel_ for any differences.

Leaning my head back against my pilot's chair, I relaxed the muscles in my arms and legs and let my mind wander. I watched SP//dr (the spider) appear before me. He attached little strands of web to my hands and started gently pulling me down, down, down. My feet became numb. Then my knees, my fingertips, my thighs. As my stomach disappeared I started getting new sensations - the pressure of web fluid inside my arms, the tension of the magnetic joints holding my metallic limbs in place. Soon all I could feel was the hum of the mech's electronics. My human body might as well not have existed. It was like before, but much deeper. With the old 'headphone' amplifiers I still had an awareness of myself. Now I'd really _become_ SP//dr.

I drifted along as he guided me through all the little bits and pieces of the mech.

 _Is this what you feel when you get in your cockpit?_ I asked him in my thoughts. Though he spoke no words, I felt him say, _Yes_.

We checked every inch of the mech together, but nothing was out of place. If the stalker really had hacked the mech, they hadn't left any evidence. That, or my hunch about the old amplifiers was right.

_It doesn't matter how they did it. They're not gonna get another chance. I'll be watching._

I'd already set up cameras in my room, just in case. I wanted to cover the whole house, but I still needed to keep it a secret from Aunt May and Uncle Ben. Until the stalker was caught, I had to assume he (or she, or whoever it was) could carry out his threat.

[Tell them, and they die]

The stalker hadn't messaged me since I got home.

 _Is it someone from school?_ I thought as I went back inside the house with SP//dr on my shoulder, _Maybe it's that teacher…_

The new teacher _was_ suspicious, but I was with her when one of the messages arrived.

_It could be more than one person. It's not hard to fake a phone number._

"Peni!" Aunt May said cheerfully as she sprung at me from round the corner, "I thought we could have some of those veggie burgers you like tonight."

I staggered backwards in surprise, "Aunt May! I didn't… wait, veggie burgers? I thought Uncle Ben hated those?"

"He does, but he won't be back till late."

"Why?"

"He's working on a project. It's top secret."

"Even from me? I literally protect the place."

"You can never be too careful."

"Do _you_ know what it is?"

"Yes, but-"

"But _I_ can't know? That doesn't seem fair to me."

"I'm sure Mr Osborn will tell you about it eventually. Anyway, the veggie burgers, I couldn't get any cheese to put on them but I've got the lettuce."

"No lettuce."

"It's good for you."

"It's gross."

"At least try it. This lettuce is meant to be extra tasty. It's a genetically modified blend of six different lettuces, plus a little jalapeno pepper, to give it a kick."

I sighed, "If I promise to try it will you let me go to my room?"

"I wasn't stopping you," she explained as she stepped aside.

"So I don't have to try it?"

She smirked, "You still have to try it."

"Fiiiineeeee."

"Honestly, you're the only vegetarian I know who doesn't like vegetables."

* * *

The hand-written note from the stalker was still there, under my pillow. I had to move it soon, or Aunt May would definitely find it.

_No one can know… anyone who knows is in danger._

I pulled out the note: THERE IS NO ESCAPE FROM ME, PENI PARKER. Just looking at it made me feel numb.

_Need to hide it._

I stowed it under my mattress. Not perfect, but good enough for now. I pulled my phone out of my backpack. Still no new messages. I scrolled through my contacts, thinking of what I'd say if I called them.

_Anna, have you ever been stalked before?_

Yeah right, like I could be that direct. If I said something like that it'd be as good as putting a crosshair on her head. I started shaking as it sunk in that the stalker had been in my room. They'd had a free run of my entire house, and no one had even noticed. They could've messed with my bed, saw my photos of dad… my _underwear_.

_Please god don't let this person be some kind of pervert._

I still had Dad's old number in my phone. I'd barely ever needed to call it before.

_What would **you** do, Dad?_

I could almost hear his voice in my head. He would've believed in me, I knew that much. He would've trusted that I could beat this stalker.

_I do have **one** person I could talk to…_

Daredevil. He was there when my dad died, but it's not like we were friends or anything. We just both happened to be fighting the same gigantic dinosaur monster when everything fell apart. I never expected him to come find me months later, while I sat eating lunch on top of a skyscraper. I didn't expect to cry as much as I did, either. In the end he gave me his number and said to call if I ever needed him. It'd been maybe two years since that meeting, and I still hadn't called him.

_Maybe now's the time._

I hovered my thumb over the 'dial' button, then-

"Peni! Dinner's ready!"

I hesitated, my voice stuck in my throat. Then I switched off the phone.

"Coming!"

Daredevil would have to wait.

* * *

"Is it the lettuce?" Aunt May asked me as I prodded the green leaves littering my veggie burger patty.

"The lettuce is fine."

"You haven't eaten any of it yet."

"It looks fine."

_Why would someone wanna stalk me? Do they read Gene Pop?_

"You haven't gotta try if it you hate the idea _that_ much."

I picked the burger up, "I'm eating it, okay? Please stop worrying."

_The school has top notch security. Even if they snuck in via a window there are cameras everywhere and heat sensors and everything. You couldn't just waltz in. You'd have to be a staff member. So how did the stalker know what I was eating for lunch?_

I grimaced. The lettuce was nasty. Aunt May noticed.

"That bad?"

I forced the offending vegetation down my throat, then quickly downed half a glass of soda to cleanse my mouth.

"It's awful," I replied.

"Okay, you can take the rest out. We can try carrots again next time."

"In a _burger_?"

"No. Unless you think that sounds good?"

"Definitely not."

_They must work there. It's the only thing that makes sense. I know my phone wasn't hacked. Or at least, I think so… there was no malicious code, but… no, the phone **definitely** wasn't hacked, I shouldn't doubt myself. The phone is clean, the mech is clean. I don't think the house is bugged, either - not that I've checked it. But they couldn't have bugged it before breaking in… unless they broke in a long time ago and just waited till now to tell me. How many times have they been in my room without me knowing?_

Suddenly I heard a ringing in the hall, shrill and piercing. My whole body jolted in surprise, making me drop my burger onto the plate. Aunt May gave me a funny look, then went to answer the holophone.

"Hello?"

I don't know what I was expecting. There was no reason for me to believe that the stalker would call the home phone rather than message me surreptitiously. But nonetheless there I was, frozen in the dining room, waiting to hear some deep, intimidating voice tell me I was already too late, that Uncle Ben was dead. I couldn't even bring myself to peek round the corner and see who it was.

Thankfully I didn't need to.

"May, I think I left my toolbox at home," came Uncle Ben's voice.

"I could've told you that."

"You knew?"

"You always leave it here."

"…I do?"

She laughed, "Ben Parker, what am I gonna do with you?"

"I always end up with a toolbox when I get here, though."

"That's mine, honey."

"Oh…"

"Don't worry, I can send you whatever you need via the transporter."

"Well, if I've been using _your_ toolbox I don't even know if you _have_ the thing I need."

"A tool's a tool."

"It's not a tool I'm looking for. I had some nanites in there. Brand new."

"Can't you get more from lab storage?"

"Mr. Osborn's the only one with the passcode. You know that."

"What about Toomes?"

"He has the same access I do."

"Really? I thought if Osborn would trust anyone with the code it'd be him."

"Well, you know how it is. He doesn't really do trust. Not after what happened with Anna."

_Nanites, huh… like the ones I used in my mech…_

I picked up my burger and tiptoed to the edge of the kitchen. My aunt had her back to me, and Uncle Ben wouldn't see me clearly via the holographic connection. I could sneak out before Aunt May asked any awkward questions.

"Peni, did you see your uncle's nanites in that toolbox you took?"

_Too late…_

"Uh, nope! Didn't see any nanites."

Uncle Ben sighed, "Where the heck did I put them then?"

Aunt May stared holes into my head, "I'm sure we'll find them eventually, Ben."

That meant trouble for me. I stuffed as much burger as I could into my mouth till I looked like a well-fed squirrel, then I dashed up the stairs. As soon as I got into my bedroom I tore off my day clothes, threw on my PJs and jumped into bed. Aunt May couldn't lecture me if I was asleep.

_She'll never fall for it._

Luckily for me she never came upstairs, and as exhaustion set in, even my worries couldn't keep me awake. With SP//dr resting peacefully on my forehead, I closed my eyes and fell asleep.

* * *

**BEEP BEEP BEEP BEEP BEEP BEEP BEEP**

An alarm pierced my dreams. I could hear it in my head, feel it between my ears.

**BEEP BEEP BEEP BEEP**

My eyes snapped open. The room was pitch black but for the dim glow of my phone. Red light. The color of danger.

"What the…?"

Then I saw it. ALERT LEVEL 3: a direct attack on Oscorp HQ.

"Wha-!?"

I pushed myself up and jumped out of bed, SP//dr scurrying into the safety of my tousled hair as I quickly changed into my uniform.

"Who the heck would try and attack Oscorp HQ!?"

I yanked my bedroom door open and rushed down the stairs. The mech's domed window gleamed faintly at the back of our yard as I stomped through the grass. I opened it up and hopped in. Immediately the nanites went to work, amplifying the existing psychic connection between SP//dr and I till our consciousnesses overlapped and fell perfectly in sync. Two minds in perfect balance.

_They say two is better than one._

And they were right. Inside the mech was where I belonged, not in some classroom or stuck at home. _This_ was what I was meant to be doing. It was Dad's dream, and now it was mine.

"Let's go, SP//dr!"

We, not I, _we_ activated the jet thrusters in _our_ feet, and rocketed into the sky.

"Wooohooo!"

Down 21st street we went, weaving between cars and darting around the neon billboards that jutted out of each and every shopping tower. It was like charging head-first into a rainbow. Amidst the technicolor chaos I saw the Shikishima Building, like a glass knife cutting into the sky. We closed in on the intersection. 21st Street became Astoria Park Street. I turned, aimed for the Shikishima Building. SP//dr took charge and shot a web line onto the skyscraper's glass face. We swooped in, skimming past the crystalline glass, and cannonballed down the road towards Hallets Point Watchtower. The tower wasn't big enough to get us over the river by gliding alone, but with a bit of momentum…

SP//dr calculated the best spot to web and guided my hands as we approached the tower. It was an angular building, like the old Washington Monument from pre-crisis times, but much bigger. The police used it to monitor communications in the city, a fact I knew thanks to overhearing Mr. Osborn chatting with his buddy Adrian Toomes.

_Can't believe Aunt May wouldn't tell me what Uncle Ben was working on._

My stomach rumbled.

_Breakfast will have to wait, buddy._

What even _was_ the time? In my hurry I hadn't even thought to check. Whatever. It didn't matter. New York City never slept, whether it was day or night. I reached over and found my bag of candy as SP//dr webbed us to the watchtower. Together we pulled ourselves in, gave the rockets some extra thrusting power, then at just the right moment cut the web.

"YES!"

We shot over the river like a bullet. We were headed straight for Yorkville, but we needed to be in Midtown. My phone buzzed in my backpack.

"Why's the alert going off again!?"

As I pulled it out I saw it was Aunt May calling me.

"Peni, _where_ are you-"

Suddenly I realized we were on a collision course with a _very_ sturdy looking statue. If we didn't act fast we'd crash into it.

"Can't talk right now Aunt May!"

SP//dr placed a crosshair on the optimum webbing spot and I shot the line, feeling the web fluid blast out of my metal wrist as if it were my flesh-and-bone arm. We swung and _whooshed_ up between the skyscrapers just in time to avoid disaster.

"Peni!" Aunt May yelled.

"I'm on my way, alright!? I'm going as fast as I can!"

I hung up, stuffed the phone in the backpack and dropped it between my legs.

"God, do they have _no_ patience? I bet Mr. Osborn put her up to that."

_He's such a dick. I bet he won't even thank me when I turn up._

In spite of my anger I hurried towards Oscorp HQ. It hadn't been attacked in almost a year - the last time being when Rhino tried to take his grievances with the city's AI-controlled police system straight to the source. He messed up the entire ground floor before I stopped him, but he was an outlier. A lot of people wanted to get to Oscorp. Business rivals, drug cartels, hackers and underworld engineers. Oscorp had its fingers in lots of pies, and everyone wanted a piece. But as hated as Oscorp was, most people weren't stupid enough to mount an attack right on the most heavily guarded property in NYC. Even the president didn't have the kind of equipment Oscorp had. To actually break into Oscorp HQ nowadays you'd need a small army.

And, as I swung down the ever-congested mag-lane on 59th street and Oscorp Tower came into view, that's exactly what I saw.

"No way…"

The street was swarming with soldiers. Like an army of ants they flooded through the tower's security gate and towards the main entrance. We had no time to lose: immediately I cut my web line and crashed down into the fray. They were all around us, yet somehow not a single one of them was coming up on the mech's sensors.

 _It doesn't matter. I can see them with my eyes._ _ **Our**_ _eyes._

SP//dr redirected the mech's magnetic energy to our fists. I cracked my knuckles, got into position, and started punching. I swung my arms wildly into the fray, but no matter how hard or fast I punched, none of my strikes seemed to hit. They were always just a few inches too far away. I thought about using the rockets.

_No, not on people. At close range like this there's no way they'll survive._

I heard an explosion above me. I looked up and glass was raining down from one of Oscorp Tower's upper floors. Fire streamed out into the night sky, searing orange against pitch black. Then I saw it. Like a spider, crawling out of the window and down the side of the building. It had four legs, long and stringy. In the middle of the legs was what looked like a human. No… not a human…

_Is that an android?_

My question was answered when a familiar voice hissed through my comms system.

"We meet again, Peni."

My throat closed up.

"O…Otto?"

The man who killed my father. He was destroyed in an explosion. Or at least, I thought he was.

_He couldn't have survived. There's no way. We destroyed him. He died, he-_

"I'm back to finish what I started."

He leapt off the wall and charged at me. Without thinking I fired off a round of rockets. He disappeared into the throng of soldiers.

"Damn it!"

But the rockets kept on going. With nothing to stop them they ripped into Oscorp Tower and exploded in a thunderous ball of fire and smoke.

_I'll worry about that later, for now-_

There he was again, in the corner of my vision. I span around. SP//dr scanned the crowd but Otto was as invisible to my scanners as the soldiers were.

"Show yourself, Otto!"

He did, launching into the air and hurling his mechanical tentacles in my direction. I fired another rocket but it missed again.

"How!?"

Suddenly there was a blinding flash of light in front of me. I covered my eyes. SP//dr took over, scanning the area with the mech's sensors. Sure enough they picked up enemy units, and lots of them. The soldiers had finally decided to take me down. I felt SP//dr reassure me.

_You're right. We can do this._

And so we pushed forward. Using SP//dr's vision, shown to me in my minds eye, I punched through the soldiers. This time the punches hit, and hit hard. With just a single strike the soldiers went flying across the street.

"Are you really gonna make everyone else do your dirty work, Otto? Too afraid to fight a twelve year-old girl one on one?"

"I have no desire to waste my time crushing insects. Osborn will pay for his crimes, and you will _not_ stop me."

I reached the Oscorp Tower entrance. Though my eyes were still closed, I could tell through my spider-sense that there weren't any threats nearby.

_Did he run away?_

"Where are you hiding, Otto!?"

He laughed, "Open your eyes, child. I'm right in front of you."

I opened them and sure enough there he was, a metal man hooked up to four cybernetic tentacles. His eyes glowed molten red in the darkness. From what I could see he didn't have a mouth, or ears, or any human features at all save his artificial voice, which was still full of the same cold arrogance I remembered from years ago.

I gritted my teeth, "I'm not letting you get away this time."

"I'm afraid you don't have a choice."

He started to fade away into a cloud of smoke.

"NO!"

I fired all the rockets I had left right at him. They passed through the smoke and coiled together as they closed in on the front door. When they exploded they exploded simultaneously. The force sent me flying across the street, through the air, straight into another skyscraper. I fell down and crashed face-first into the road. Somehow the glass didn't crack. Nor did my new electromagnetic seatbelt, which was trying its best to pancake me against my pilot's chair.

"Ugh…"

The comms crackled into life again.

"What is the _meaning_ of this!?"

"…Mr. Osborn?"

He sounded angry. _Really_ angry.

I pushed the mech upright and saw more soldiers. Except these soldiers had the Oscorp logo on their armor.

"You better have a _damn_ good explanation for blowing up half of my building!"

I couldn't believe my ears. He was _criticizing_ me for defending his company?

" _You_ sent the alert! Look at all the soldiers I took out for you!"

"Yes, _my_ soldiers! _Oscorp_ soldiers!"

"They were shooting your building!"

"No, YOU were shooting my building! The alert woke me up! I expected a super-villain, instead I got one of my own goddamn employees!"

I could feel myself start to sweat, "You need to chase Otto. He's back. He's the one that brought the soldiers here."

"What the hell are you talking about!? Peni, Otto's _dead_. There are no soldiers here apart from _our_ soldiers. What about that do you not understand!? You're lucky you didn't kill anyone!"

"I know what I saw!"

"Nothing! Nothing is what you saw!"

"Look at the security cameras! He was right there!"

I heard a frustrated intake of breath, "He wasn't."

"I told you, check the _cameras_!"

"I don't _need_ to. The security guards had a front row seat for your nonsense."

"But… there weren't any security guards…"

I started to feel dizzy. As I looked out of the mech's window I saw the soldiers I'd defeated strewn across the road. Sure enough, every one of them had the Oscorp logo on their uniforms.

_That's impossible… I saw them attacking the building… I saw Otto._

I held my head in my hands.

_SP//dr, help me. What happened? You saw them, right?_

He did. He saw them just the same as me. But then again we _were_ psychically linked.

_How…_

A knock on the window startled me out of my introspection. It was Aunt May. I didn't open the hatch.

"What are you doing here?" I asked through the mech's speakers.

"What are _you_ doing here young lady? One minute you're fast asleep, the next you're blowing up Oscorp?"

"There was an alert."

"We all get notified of an alert, Peni. There was no alert."

"I'm not lying!"

"Peni-"

"I'm NOT lying! There was an alert! Do you really think I came here and did all this for no reason?"

"Just open the door."

Suddenly the soldiers all moved aside. One by one they saluted as someone made their way through the path they'd opened up.

_Ugh… great, now Mr. Osborn is here in person…_

He banged the mech's window with his fist, "Open the hatch this instant!"

Realizing that I had no choice, I opened the hatch. I braced myself for him to storm in, but he just stared at me.

"Get out here. Now."

I did as I was told, releasing SP//dr from his separate cockpit and placing him gently on my shoulder. As I stepped out onto the cracked and beaten sidewalk and felt the humid air on my skin, I thought about what Aunt May said just a few hours earlier.

_I can't afford to get grounded. If I had to go without the mech, I don't know what I'd do…_

But it looked like that was exactly what was gonna happen. Mr. Osborn glared at me silently, arms folded, fury radiating from every inch of his being. Aunt May was the same, maybe less angry, maybe more disappointed.

_It's not even my fault._

When he spoke it was through gritted teeth, "Do you know how much it's gonna cost to repair this damage?"

I looked down at my feet. I wouldn't even know where to begin answering that.

"That's easily a million dollars worth of repairs, assuming the equipment inside the floors you blasted wasn't totally destroyed."

"I didn't mean to-"

"You didn't _mean_ to!? What _did_ you intend to happen when you fired explosive rounds at my building?"

"I had to stop Otto."

"Look, Otto was never _here_. He's dead. _Long_ dead."

"I know what I saw."

He sighed in exasperation. Aunt May crouched down to my level, "Peni, why did you do all this?"

"I got an alert on my phone, I swear. It woke me up."

She looked at me, serious and focused, the city lights sparkling in her eyes like distant stars. For a moment it felt like she was looking inside me, like she could read my mind.

"I believe you," she finally said, "but the fact is, there _was_ no alert. If you'd waited, if you'd just listened to me when I called you, none of this would've happened."

She was right. But at the same time…

"If you believe me, then you know he's out there, right? I wasn't imagining all that."

Before I could say any more she pulled me in for a hug.

"The mind is a strange thing, Peni," she said softly, "it's easy to make mistakes when you're tired and stressed."

I pushed her away, "I'm _not_ crazy."

Mr. Osborn cleared his throat, "May, can I have a moment?"

He took my aunt aside while his armed entourage watched over me. SP//dr watched Mr. Osborn from atop my shoulder. I could feel his rage.

_Don't worry about him, SP//dr. It doesn't matter what he thinks. We'll get to the bottom of this, one way or the other._

When they came back I already kinda knew what to expect. That didn't make it any easier, though.

"From now on," Mr. Osborn began, "you are banned from piloting the mech without supervision from Oscorp staff. You will allow my staff to monitor your movements while on duty, and you will obey any commands they give you."

"You've gotta be _kidding_ me!"

"Where possible I'll put your Aunt and Uncle in charge, but you will answer to whoever I appoint to look after you."

"That's not fair!"

He pointed his finger right at my nose, "You don't get to complain! You do as I say or you'll never pilot that mech again."

"It's _my_ mech!"

"It's _mine_. You're merely renting it. May, take her back home. I have some phone calls to make."

Aunt May grabbed my hand and started dragging me to her car.

"Wait! What about the mech?"

"It'll be waiting for you at Oscorp tomorrow."

"But I ride it to school!"

"Mr. Osborn wanted to keep it for tonight. If I pushed the issue he might have taken it away from you forever. Trust me, this is for the best."

"This is so unfair."

"We can talk about it in the car," she said, but as soon as the door closed behind me any conversation that could've been had was stifled by a suffocating silence.

I leaned the side of my head against the backseat window as we floated away. I was so tired. I wanted to cry. SP//dr climbed onto my cheek and stroked the little hairs on my face with his legs. It tickled, and for a moment I smiled, even as bitter tears began to work their way down my face.

_It's not fair. I did my job, didn't I? I thought I was meant to respond to Oscorp alerts._

But those soldiers _were_ wearing Oscorp uniforms. I basically beat up Mr. Osborn's security staff. No one else saw Otto, either.

_He **looked** real. **Sounded** real…_

Did I really imagine it? The possibility swam through my mind as we glided across the Queensboro Bridge, away from Manhattan and into Long Island City. The more I thought about it, the more my stomach churned with anxiety. If I could imagine _that_ , what else could I imagine? What if I ended up killing someone because of something I saw?

_No… I would never kill anyone._

If I _did_ imagine it, then how? I've never hallucinated like that before. Then a thought occurred to me.

_That guy the other day… the one who disappeared after I caught up with him… did I imagine him, too?_

No, the police were chasing him before I was. The radio said it loud and clear: he was stealing from Bellevue.

_What was he stealing? Did he steal hypnotics? Did he… use them on me?_

Impossible. There was no way someone could drug me. I was in school the whole time after that car chase. Although the stalker did get into my room without me noticing…

_The stalker. The stalker did this._

I checked my phone. No new messages.

_I know you did this. I just don't know how._

I wiped my eyes. Suddenly I didn't feel so guilty.

"I know I'm not crazy."

Aunt May looked over her shoulder, "Did you say something, Peni?"

_Oh crap… I said that out loud._

"No… nothing…"

* * *

It was almost 3am. That's what my phone told me as I stared once again at Daredevil's phone number.

_I should sleep._

There was no way I was gonna be able to sleep, and I knew it.

_I should call Daredevil._

Except it was the middle of the night. I rolled onto my back and sighed.

_I'm letting the stalker get to me._

And now it wouldn't be just the stalker. Once the news sites found out I half blew up Oscorp they'd be all over it like a fungus in a petri dish. I swiped over to the Spacebook app.

_Don't do it._

I clicked. Immediately my screen was inundated with fake pictures of me gleefully punching my way through unarmored security guards. One of them was even holding a donut.

"At least _that_ part's accurate…"

_I can't leave it like this. I have to do **something** …_

I swiped back to Daredevil's number again.

"The stalker couldn't hurt _him_ … right?"

_Right?_

I tapped the call button. It rang once. Twice. Suddenly anxiety surged through me, ice cold, filling up my lungs, weighing down my stomach. I quickly hung up and dropped the phone onto the bed, my hands covered in sweat.

_I can't get him involved. I can't get anyone involved. It has to be me. One way or another, I have to do it on my own._

Taking a deep breath, I pulled the covers up to my chin and wrapped my arms over my chest.

 _I can do this._ _ **We**_ _can do this. SP//dr and me, we-_

The phone buzzed and I jerked so hard in surprise that I threw half the bed covers off of me.

_I don't wanna know who that is._

But I had to check. I picked the phone up again and unlocked the screen. One new message from an unknown sender.

_It's him._

The message simply said, [Can't sleep?]

"Leave me alone!" I hissed, and in a blind rage threw my phone across the room. It thumped into the wall, leaving a crack in the paint, then clattered to the wooden floor. The phone was undamaged.

"Stupid titanium casing."

I heard footsteps from across the hall.

"Peni? What happened?" came Aunt May's voice through my door.

I managed to force myself to reply, "N-Nothing! I just… dropped my phone."

"Go to sleep, sweetie. You've still got school tomorrow."

"I know…"

I stared at the phone. It buzzed again. And again. I dragged the covers over my head and buried my face in my pillow.

Then the phone started _ringing_.

"No no no no no no no!"

I quickly snatched it up and answered it, "Hello?"

"Peni?"

I lowered my voice, "…Daredevil?"

"Are you alright?"

"Yeah I, it was a mistake, I accidentally called, it's nothing, it's-"

"It's three in the morning and you're still up."

"I sleep late."

"You sound anxious."

I heard Aunt May moving around in her bedroom.

"I'm fine," I whispered, creeping back over to my bed, "I swear."

He paused, "…okay… if you're _sure_ -"

"I'm sure. Don't worry."

I hung up before he could say any more. The house fell silent. The little mail symbol at the top of my screen told me I had two new messages. My fingers were leaving sweat-prints all over the phone.

"It's gonna be the stalker, isn't it?" I said to SP//dr, who was resting on the tip of my nose. My chest felt tight. I noticed that I was holding my breath.

"It's just a text message," I sighed, "just words on a screen."

With a trembling finger I opened up the messages. I didn't expect what I saw.

"Cindy!?"

[Hey Peni, I can't sleep. You up?]

It was her all right. I scrolled back up through our chat history just to be sure.

 _It's her_.

Any relief I felt vanished when I read her second message.

[Something strange is happening to me… I know it's late but I…I can't tell anyone else. I'm not sure I can even come into school like this…]

I replied, [What's wrong? Are you okay?]

Immediately she started typing a response.

[For a while now I've had these wrist pains. I figured it was just cos I was gaming too much or something, you know? But then after I got back from school… I don't know how to explain it, but it's… this _stuff_ came out of my hands. Like string, but sticky. I couldn't control it. I got it all over my desk. I tried to wipe it off but I couldn't get rid of it]

[Oh my god]

[It was _nasty_. But… then it all just kinda dissolved a few hours later. Am I going crazy? What's wrong with me? You don't get anything like this, right?]

I swallowed air, [No, nothing like that]

_Cindy's got… powers?_

I typed another message, [Do your parents know?]

[No.]

[Do you want them to?]

A pause, then, [No]

I rolled onto my side, [Do you wanna walk to school together tomorrow?]

[ _Walk_ to school…? Why?]

[I know a place that might be able to help]

[For real!?]

[You'll have to get up early though]

[Peni, have you seen the time? I'm not gonna be sleeping tonight]

I laughed. She was right. I probably wasn't gonna be sleeping either. SP//dr crawled down onto the bed and perched himself beside my phone.

"Is it me, or did life just get a lot more complicated all of a sudden?"


	3. Quicksand

**Summary for the Chapter:**

> Cindy and Peni head over to the Reed Richards Science Center to find out how to manage Cindy's newfound web powers.

**Notes for the Chapter:**

> This one is the longest chapter so far! It clocks in at about 9.5k words. We're getting closer and closer to the appearance of the Spider-Fam, but we're not quite there yet! Thank you to everyone who has kudos'd and commented on this story so far, and also on the series in general :) It's such an amazing feeling knowing someone out there is enjoying this story! Just so you know, there will be a delay for the next chapter, specifically I won't be updating this story till January 2021. That's cos I'll be working on an xmas story for the Zombieland Saga fandom that I've had planned for over a year! I'll also be updating my Into The Spider-House story where possible. I'm not abandoning this one though! So hang tight!
> 
> **RECAP OF LAST CHAPTER (for anyone who wants/needs it!):** Last time we left off, Peni put in the work to update her mech's old-fashioned neural amplification system (and fixed the seatbelts too)! Then in the middle of the night she got an Oscorp alert, but somehow the people she fought weren't really enemies at all!? Mr. Osborn, who insisted that the only thing that had attacked Oscorp was Peni herself, confiscated the mech and sent her home with Aunt May. Then, while lying in bed, Peni got a strange message from Cindy: her friend was developing the ability to shoot webs from her hands. In order to find a solution to this predicament, the two young girls head out early in the morning to seek help at the Reed Richards Science Center...

5.40am. I spotted Cindy shivering beside a trash can on the corner of 59th and 1st Avenue. I ran up to her and squeezed her in a tight hug.

"Sorry I kept you waiting! Are you… cold?" I asked, already feeling sweat on the back of my neck from the eternal humidity of the city.

She put a finger to her lips, "Shh!"

"What-"

"Shh! Peni, let's just go already, okay?"

She took my hand and started charging down the stone steps to 1st Avenue's subterranean shopping district.

"Cindy," I whispered, "what are you doing!? We don't _need_ to be down here!"

"I can't keep it in."

"You can't keep _what_ in?"

"The webs. I can feel them in my wrists. They're gonna burst out any minute."

1st Avenue was a long, long, _long_ street, but most of all it was a _dark_ street, at least when you were on 'true' ground level. Shops had been stacking on top of one another there since before the floods started happening way back when. Now you never got natural light at the bottom.

"Okay, so," I mumbled, thinking as quickly as I could, "let's just go down one of the side streets or something. You can let it out there, then we can go back up."

"Someone'll see."

"No one's gonna see anything in this light! We just need to find a quiet spot. There's gotta be one round here somewhere."

She peered around the corner, eyeing up the stairway onto East 62nd street, "What about the cameras?"

"What _about_ the cameras?"

"I dunno, okay! I just, if Oscorp finds out, I-"

"Wait!" I said, digging my heels into the ground as she tried to pull me away, "This'll do."

"I can't see anything…"

"Look closer."

She stared at the tiny alleyway between two run down sushi restaurants.

"That's…"

"Yep! Completely private."

As those words left my lips I thought I heard the sound of distant footsteps. I checked the street, eyeing up the darkness on either side of us. Empty. Silent. Yet somehow I felt like we were being watched.

"On second thought, Cindy, maybe we should-"

I paused. Cindy was trembling from head to toe, "We should what?"

It became clear to me then that we didn't have time to reach somewhere else. The alleyway was the best we were gonna get.

"Never mind. I was just thinking out loud. You go. I've got your back."

She squeezed into the alley as quickly as she could. I stood guard, watching the gloomy retail underworld while she did her thing. I heard a hiss, a splat, then a huge sigh of relief. SP//dr scuttled onto my cheek as Cindy patted me on the shoulder.

"Okay, I think I feel better now," she said.

Her relief became _my_ relief, and as we moved on I started to think I'd imagined the whole 'being watched' thing.

_The lack of sleep must be getting to me._

"If you need to dip out of sight again just let me know, okay?" I said, "I have a pretty good idea where the cameras are even without my mech."

"Thanks, Peni. I don't even wanna think about where I'd be right now if I didn't have you."

I smiled reassuringly, "Don't worry, we've got this. The guys at the lab? They're _crazy_ smart. They'll know what to do, one hundred percent. Still, that's a weird power, involuntary web dispersal."

"It's not _that_ weird… I mean, there has to be a _weirder_ power, right?"

"Hmm," I stroked my chin, trying my best to keep a straight face, "I suppose nuclear fart rays would be _pretty_ weird…"

She gave my shoulder a playful shove, "Shut up!"

* * *

When I suggested walking to the lab I knew that it wouldn't be simple. In my crime fighting duties I'd scared off many a thug and supercrook from the dark, stinky underbelly of 1st Avenue. Something about the lack of light and drinkable water really brought the crowds in.

_Aunt May's gonna kill me if she finds out about this._

I left her a note saying I was walking to school with Cindy, but that'd only work if she was still asleep. Leaving for school at 5am? Yeah, like anyone would believe that. The later she woke up, the better.

_Just gotta get lucky._

"That reminds me - oh, watch out for that!" I said as Cindy nearly walked into a pair of dirty socks dangling from the pipe-covered ceiling, "how did you even get out of your house without your parents noticing?"

"I wouldn't call it a house," she replied with a rueful smile.

"Ah yeah, I forgot."

"It wasn't that hard, in the end. Just had to close the front door real slowly."

"How high up do you live again?"

She looked up at the dim fluorescents glowing overhead, "Technically we're room three-four-two, but…"

"We were room twenty," I said, letting the nostalgia seep into my voice, "didn't _feel_ like room twenty though."

"So you were up there with all the rich people, then?"

I smirked, "I dunno, does 'Ingram Mansions' sound fancy to you?"

"If it was in Manhattan? Maybe."

"We lived in Queens."

"Then no."

"It was tiny, and old-fashioned, and sometimes you could smell your neighbor's bad cooking," I explained, gesturing with my hands, "but we were high enough that the mist was way down below us."

"Wow, not bad."

"The rent was as sky high as the apartment though. That's the only reason my dad stuck with Oscorp for so long. At least that's my guess."

We wandered into an especially dim part of the street, where the fluorescents were as out-of-order as the eternally broken public toilets. I couldn't even see my hand in my front of my face. I felt Cindy grab onto my arm.

"Wish my power was night vision," she groaned.

"You and me both."

"Why _are_ we doing this on foot, anyway? Did something happen to your mech?"

"It's a long sto- UGH! Gross!" I cried as I stomped half my leg into an invisible puddle lying in wait on the floor. As if on cue the fluorescents above my head flickered into life, illuminating my soggy leg for all the world to see. Cindy burst into laughter.

"Oh my god your face," she wheezed, "I'm sorry, hahahaha! I'm-"

I lifted my foot out of the water. Drips of grimy ooze dribbled off the bottom of my shoe.

"Damn it," I sighed, but Cindy just couldn't stop laughing. I felt a smile begin to creep across my face.

"It's not funny," I insisted, trying my best to remain grumpy and failing miserably, "it's-"

But it was no use. Like a pair of idiots we stood there keeled over in the shadows, laughing into the cloudy puddle till we could hardly breathe.

"Okay," I managed to say in-between giggles, "We really should get out of here now. It's safer up top."

Cindy wiped her eyes, "You're right. Still, it was worth it just for that."

I squelched out of the puddle and onto cracked concrete, "Tell that to my shoe."

* * *

There were plenty of stairways linking the lower levels of 1st Avenue with the main street up above. You could tell when you were near one cos they all had bright green signs, like the ones they use for emergency exits.

"Finally…" I said as that familiar green glow glimmered in the distance.

Then I felt a tremble under my skin. Danger.

I stretched my arm out in front of Cindy's chest, "Hang on…"

My spider sense told me that there was something up ahead, but the street was empty, and if the leaky pipework wasn't so loud you could probably have heard a pin drop too.

Cindy gave me a nervous look, "What is it?"

"I'm not sure."

We waited for a while, staring into the darkness, looking for signs of movement, but nothing was there - nothing we could see, anyway. I felt SP//dr crawl along my arm down to my hand.

"What do you think, SP//dr?"

But he was as lost as I was. So we kept walking. Slowly, vigilantly, right down the middle of the road, avoiding the narrow alleyways between the run-down stores. Then finally I heard something. Distant yelling. More than one person.

_That's a lot of voices._

If I looked carefully I could just about make out their silhouettes in the shadows. They were all huddled together. Laughing, swearing. I heard the crackle of a can being stomped under foot.

_Bet that's a beer can._

Then I realized… they were heading towards us.

"Cindy," I whispered, keeping my eyes on the warm glow of synthetic lights in the far distance, a glow that surrounded the mob in a muddy halo, "We should turn back."

"But the exit's right there!"

It _was_ close.

_But is it close_ _**enough** _ _?_

We had to take the chance. I glanced across at Cindy. Our eyes met and I saw then how afraid she was.

_I shouldn't have brought her out here so early. It could've waited._

I looked back towards the exit sign.

_No… she needs this. She needs my help. She needs the science center._

I gently took her hand. She gave mine a squeeze as our fingers interlocked.

I shot her my best confident smile, even though I didn't feel confident at all.

"Don't worry, I've got you."

We ran. Loud footsteps clacking against the wet and worn sidewalk. The revelers paused in their reveling. The sign wasn't far off. Maybe they were just partying. Maybe we didn't need to run at all. Maybe I was losing my mind, but I wasn't about to take a chance, not when Cindy was with me.

_This would've been_ _**so** _ _much easier with my mech!_

But there was no time to regret. As the shadowy mob of drunks began to shamble towards us once more we reached the safety of the exit sign's green halo and raced up the stairs hand in hand.

The fresh air sent pinpricks across my skin as my sweat went ice cold. Cindy stopped in place, breathing heavily.

"Hang on," she huffed.

A car rocketed past us, sending my skirt flying all over the place, "We can't wait here! Those guys could be coming after us!"

"I can't run anymore, Peni. I'm not like you."

I spotted an alleyway across the road. It looked empty, and my spider-sense was silent.

_It'll do._

"Okay, we can wait, but not here."

I slung her arm over my shoulder and walked her to the edge of the sidewalk. There were no cars, for now…

_Gotta be quick._

We shuffled across the road, sweaty and out of breath, and slipped into the safety of the alleyway. I watched the staircase to lower 1st Avenue, waiting for the drunks from before to come out. They didn't. No one came out, in fact.

Cindy tugged on the bottom of my shirt, "Alright, I've got my breath back now."

I looked back at her standing there safe and sound, and my whole body relaxed just a little bit.

_I'm never going back in that place again. Not without my mech._

I forced a smile, "Let me just check my phone…"

As I swiped over to the map app I noticed I had a new message.

_I must've missed it when we were running._

I opened it without thinking and immediately regretted my decision.

[Run all you want. I'll always be faster]

Cindy peered over my shoulder, "What does it say?"

I jerked away from her, holding the phone to my chest, "Nothing! It doesn't say anything! It's fine, it's-"

She stared at me, shocked speechless.

_Crap._

I quickly opened up the map app. We weren't far. In fact…

"It's just through this alley," I said, showing her the phone.

She eyed me up suspiciously, "If you're sure."

"I'm sure," I checked the time on my phone, "and we won't even be late for school!"

We started strolling down the alley. It was dark, but the synthetic light of high-rise apartments filtered down and created a soft ambience. Just enough to see where you were putting your feet.

Cindy folded her arms across her chest, "This science place _will_ be open… right?"

I stretched my arms over my head and yawned, "I know Anna will be there, if nothing else."

"Anna?"

"My old teacher."

"Ohhhh I remember now!"

"The one I got fired."

She looked over at me, "If you really got her fired she wouldn't have stuck around to teach you afterwards."

"No I definitely got her fired, trust me."

"So she got fired, and now she works at this other place?"

I heard my phone notification sound go off. Trying my best to stay calm I pulled my phone out of my backpack, and without checking the message set it to silent, "Yep, that's pretty much it!"

Cindy gave me a funny look again, "Who was that from?"

"Hm? Oh it's nothing. It can wait."

"You know, you never did say what happened to your mech."

"It's-"

I felt SP//dr dart across from one shoulder to the other. Then it kicked in, almost instantaneously, a jolt rushing down through my entire body.

_Spider sense. But what-_

"Well, well, well," came a ragged voice from behind us, "looks like I hit the jackpot today, huh?"

The panic started in my throat. Then it spread. Seizing up my chest, locking my limbs in place. I didn't dare turn my head to see who had spoken, because I already knew.

_It's him… it's the stalker…_

Cindy turned and faced him. Her eyes grew wide in terror. With trembling lips she managed to ask, "W-What do you want?"

The stalker coughed out a raspy laugh, "What do I want? I want that sweet Oscorp money, missy. How much do you think they'll pay to have your friend back in one piece, huh? Think I could get a hundred mill'?"

I heard him shamble closer. Cindy took a step back. If I didn't move soon he'd be on top of me.

_Come on Peni! You can take this guy! You're one half of the most kickass team in New York! Come on!_

"Come on Peni!" Cindy yelled, "Run!"

My legs wouldn't move. I was paralyzed.

_No…_

I could feel his breath on my neck. See the cuts on his hands as they wrapped around me. Cindy reached out and grabbed my arm. She yanked me forward. I stumbled, fell. My elbows scraped along the floor. My knees too.

_Get up!_

"Get down!" a gruff voice, a different voice. I heard something heavy hit the floor, then the gruff voice spoke again, "So you like attacking little girls, huh?"

Then the stalker spoke, his voice frantic with fear, "No man, it's not like that I swear! I swear!"

I rolled onto my back. Standing before me was a man clad entirely in crimson armor. Even his eyes burned blood red. Sharp horns stuck out of his helmet, which covered all but his grimacing mouth.

"Daredevil…?" I mumbled.

Either he didn't hear me or he didn't care. He dragged the stalker up by the collar of his dirty, threadbare coat, and slammed him against the wall.

"This is the part where you tell me who the hell you are."

The man, the stalker, held his hands over his head, "I'm a bum, I'm nobody, I just wanted some money, I swear! You ever tried sleepin' out here in the street, huh? It ain't easy, pal. You and your fancy suit, prancin' around like you're the cat's ass! You don't know _shit_! You think I can just walk into the bank and they-"

Daredevil punched him in the gut, "Wrong answer."

"UGH… It's the truth, god damn it! Ain't it obvious? Look, I'm sorry I made fun of your suit, just let me go already…"

Daredevil stared into his eyes. The man stiffened.

"Oh god…are you with the K-Kingpin?" he stammered, "Is that it? I'll get your money, alright, I promise, I'll get your-"

Daredevil grabbed him by the throat, "I am _not_ with the Kingpin, but if you see him again you can tell him Daredevil said hi."

Then he threw him to the ground. The man looked up at the vigilante, fear in his eyes.

Daredevil snarled, "Go! Before I change my mind!"

He did as he was told and sprinted away as fast as he could. Daredevil turned and faced me.

"You're just gonna let him leave!?" I asked.

"He was telling the truth. Round here addicts are a dime a dozen. Kingpin's men will come for him eventually. They always do. That's when I'll make my move."

"But he was… he was…"

He stood completely still. I realized I couldn't finish my sentence, not without putting both him and Cindy in danger.

_I have to deal with the stalker myself._

I pushed myself off the ground till I was sitting upright and winced as the cuts on my elbows began to burn, "He was pretty scary. I don't know what would've happened if you hadn't showed up."

He frowned, "We need to talk."

That feeling of panic came back again, "What do you mean?"

"I knew something was wrong when you called yesterday. Now I find you out here without your mech."

I stood up and brushed my skirt down, "That's not my fault. Mr. Osborn he… took my mech away."

Cindy sighed, "Right, so _that's_ why we had to walk here on foot."

I waved my hand dismissively, "It's just temporary. There's nothing wrong, not really. I'm gonna get it back today."

Daredevil didn't seem convinced, "Then what are you doing all the way out here? I thought you studied at Mason Banks."

"We're just going to see someone. A friend."

His voiced stayed level, "At six in the morning."

"School starts early."

"So I hear."

I felt a rumble in my backpack. Immediately my heart started racing.

_My phone…_

Daredevil tilted his head, just slightly, as if he was listening for something.

_Please god don't let him be listening to my stupid heart._

I turned to Cindy and shook my head to the side to indicate that we should leave, then said to Daredevil, "Well, thanks for saving us and everything. We've gotta go now, so…"

We went to leave. Then he said, "Don't you wanna check your message?"

I almost stalled, but somehow I had enough presence of mind to keep walking and calmly reply, "I'll do it later. It can't be that important."

He didn't call out to us again. I looked over my shoulder at one point to see if he was still standing there listening, but he was gone. The alley was empty. It was just me and Cindy and the long stretch of trash and muddy puddles on the way to our destination: the Reed Richards Science Center.

When we arrived it was just the same as it was when I visited years ago: run down and near invisible in the shadow of the enormous department store it was hidden under. A sign next to a scratched and graffiti'd garage door said 'Reed Rich_rds Science Cene_'.

"Hm," I said to myself, "it's missing both an A _and_ an R this time."

Cindy rested her hands on her hips, " _This_ is the science center? For real?"

"It's better than it looks."

"That's not hard."

I knocked on the garage door, "Trust me."

As if on command the door began to inch open, rattling and shaking as it trundled up to reveal the empty garage inside.

Cindy wasn't impressed, "Uhhh… correct me if I'm wrong but, isn't that just an empty room?"

I raised my index finger knowingly, like a wise mage, "Hehehe, you are not looking _closely_ enough, young Cindy."

She smirked, "Alright, alright, what am I missing O Wise One?"

I motioned for her to follow me and crept inside. Even though I knew what was coming, it was still kinda strange walking into total darkness. To my left I saw yellow light trickling out from under the flimsy door that led to Betty Brant's office.

_I guess she starts early too._

Suddenly a voice echoed through the room, "Peni!? Long time no see!"

"Betty!?"

"How's school going? New year for you now, right?"

Whatever speakers they were using needed replacing. The sound was about as tinny and fuzzy as it could get.

"Going great!" I lied, "Is Anna here?"

"Same as always. Does she know you're coming?"

"No."

Silence, then, "Well she knows now. Go to gene lab two. It's got a big red door, so you can't miss it."

"Thanks! So do we have to come into your office first or are you just gonna-"

Without warning the floor began to sink beneath our feet. Cindy screamed and grabbed onto me.

"It's okay!" I yelled over the deafening rumble, "it's meant to do this!"

Cindy screamed some more. I felt SP//dr dash under my shirt as Cindy's arms slipped up to my neck.

"Agh!" I croaked, "Cindy! Can't breathe!"

All at once the floor settled into place in the big basement garage. Cindy started falling backwards. Her arms were still round my neck. She pulled me, still falling. We both went down. As we tumbled to the floor my head thumped into her chest and there we were, staring up at the ceiling of the ground-level garage far above.

"Maybe next time warn me before the floor drops out from beneath my feet," she said breathlessly.

"Only if you promise to warn me before you choke me half to death."

"Deal."

* * *

The science center was just as much of a maze as it ever was. Every hallway looked the same as the next: blue carpet on white wall, window-door-window, all grey. Even the potted plants seemed to be identical.

"It'd help if the signs actually took you to where they _say_ they do," I grumbled.

"Was it always this complicated?"

"Yes."

I felt SP//dr crawl down my arm and onto my hand. I could feel his energy in my mind, like a faint background noise.

_What're you trying to tell me, SP//dr?_

As I focused on his presence my mind began to relax. Slowly, an awareness of his thoughts and feelings, an awareness of our _connection_ began to seep through my senses, like when your limbs get pins and needles. That was my mind. Tingling numbness, slowly giving way to clarity.

_Did I really have you blocked off all this time…? For how long, I wonder… maybe since the alley, maybe before…_

Cindy waved a hand in front of my eyes, "Peni?"

"Hm? Oh…" I followed SP//dr's instinct, "we take a left here."

"Oooh, you remember now?"

I smiled, "Yeah… yeah I do."

* * *

As we wandered through the egg-white halls of the Reed Richards Science Center I completely forgot about the unread message sitting on my phone. Instead my mind flooded with memories of altering my mech with SP//dr, way back in 3142. Bittersweet memories, as I would never have had to come here if Dad hadn't died.

We walked past the huge silver doors to the robotics lab. The lights were dim. We were so early no one had even arrived to work yet.

_Anna must be the first one here every day, after Betty._

I took one peek through the windows before we moved on, but I couldn't make anything out except for the huge 3D printer. I grinned at SP//dr.

"Do you think we should get 'em to print some spoilers for the mech before we leave?"

I could feel his disapproval.

"Aww you're no fun!"

Cindy gave me a puzzled look, "I didn't realize you could literally talk to him like that."

"Oh I can't," I explained as we continued down the wide hallway, "but I can get the gist of what he's saying. I don't hear words or anything like that, but pictures, sound, emotions… those things come through crystal clear. Like a silent movie or something, you know?"

"Can you turn it off?"

"Turn it _off_ …? Why would I turn it off?"

She shrugged, "I was just thinking it'd be pretty noisy with someone else's thoughts constantly entering your head."

I frowned.

_It doesn't_ _**feel** _ _noisy… is it noisy for you, SP//dr?_

I glanced down at my co-pilot, a fuzzy little blob on my hand. He seemed pretty content.

_Good._

A few turns and a couple of potted plants later we finally arrived at gene lab two. Unlike the labs that surrounded it, gene lab two didn't have windows, but you could see the cool blue of the synthetic lights trickling out from under the tomato red door.

_I guess it doesn't need to be airtight._

"This friend of yours… is she nice?" Cindy asked as I grabbed the door's metal handle.

"Totally!" I replied, pushing it open, "But she's not great at first impressions."

As if on cue Anna appeared before us, gloved up and masked up, with tinted goggles and a box full of wriggling goo in her hands, "Stand back kids, this thing's _lively_!"

We both hurried back, giving her a wide berth as she stomped out of the lab. Her coat was so big for her that it dragged across the floor.

Cindy whispered into my ear, "She's really-"

Anna's eyes shot across the hall and locked onto us with laser precision, "Yes, I'm a dwarf. No, I'm not deaf."

Cindy look mortified, "I wasn't gonna-"

"Don't sweat it kid. You aren't the first, won't be the last. So what, you two dating or something? You make a cute couple."

"No! We're just friends!" I yelled.

Anna didn't so much as raise an eyebrow, "Alright Peni, calm down, we get it: you're still in the closet."

"No that's not-"

The goo in the box started to writhe about violently, "I better get this little monster sealed up. Follow me. We can talk while we walk."

Despite her size, Anna was a fast walker. She strode down the hallway like she was Captain America. All she needed was a shield and flashy costume and she'd be set.

"So," she said, "you're telling me this girl - what's your name again?"

"Cindy."

"Cindy, now that name rings a bell."

I explained, "I've told you about her before, on the phone."

"That's right, she's the other weird one in your class."

Cindy gave me a look.

"Well, we _are_ kinda the weird kids, aren't we?"

Anna continued, "So she shoots webs out of her hands. That's right isn't it? Webs? Involuntarily no less."

I nodded, "That's right."

"And you want me to… what? Stop it?"

Cindy did her best to keep up with Anna's pace, "If my parents find out, if _Oscorp_ finds out-"

"Ah right, Oscorp, of course. Say no more."

I was starting to get out of breath, "So can you do it?"

She thought for a moment, "No."

"No!?" Cindy and I cried in unison.

"No," Anna repeated, "But luckily for you, the guy who _can_ decided to clock in early today."

"You mean Doctor Connors?" I asked.

Suddenly Anna stopped. I almost tripped over my own feet as I span around to face her. She was staring at a white door.

"Anna?"

The box was still jerking around wildly.

She looked my way, "Could you open the door for me? Kinda got my hands full."

Cindy stepped in, "I'll get it."

She opened the door, watching closely as Anna wobbled through. We both followed after.

"Aha!" greeted a cheerful voice, "you managed to extract the little devil! Marvelous!"

The voice belonged to a tall man in a dark skintight suit. It looked like something a wrestler would wear. He had a thick beard, brown with flecks of gray, and his eyes shone brightly as he took the strange goo from Anna and put it into a metal box.

"Twenty dollars says it survives the journey," he said as he tweaked various knobs and dials on a makeshift keyboard hanging from the wall, "What do you think, Anna?"

A faint smile crossed her lips, "I think you're out of your god damn mind, Professor."

He laughed, "I won't argue with that."

Suddenly the box lit up. Sparks and flashes of light coiled around the container. It started to fizzle, smoke, then all at once it stopped, and-

- **DING** , another container, placed on the opposite side of the room, flung open its door.

The professor ran over, "Well, well?"

Anna held out her hand, "You owe me twenty bucks."

"Blast it! I was _sure_ it'd work this time!"

I held my hand up, "Uhm… what's going on?"

The two scientists stared at us in silence, then the professor explained, "Instantaneous transmission, young lady."

I frowned, "Can't we _already_ do that?"

"Not for living organisms we can't. But I _know_ that it's possible! It has to be!"

Cindy gasped, "So you mean, that blob thing, it's-"

"Dead, yes. But fear not, it was never alive, not in any meaningful sense. It's a clone of a clone. Specifically, it's a synthetic imitation of cells taken from tissue in my left arm."

Now I was even more confused, "From tissue in your _arm_?"

"Yes, we took some adipose, animated it, then entangled it on a quantum level with a specially synthesized material. The material in question can perfectly mimic the state of being of anything it is entangled with. By entangling it with living, non-sentient tissue, I can transform it so that for all intents and purposes it _is_ living tissue."

"Except it's not actually alive."

"Exactly."

I stared at the container the clone had been sent to, "Is it painful? For the blob thing."

He rubbed his chin, "It _shouldn't_ be. It doesn't actually _have_ living tissue such as nerve cells and what have you, it just reacts _as if_ it does."

"But you're not sure?"

"I'm as certain as I possibly can be. If I told you it _definitely_ isn't painful I'd be supposing a level of certainty that I simply do not have. But I'm confident in my assumption. I have to be. This is the only way to do this experiment humanely. The only other option would be to use _actual_ living organisms, and they'd need to be complex too, not just single cells."

Cindy asked the question that was on my mind, "Do you mean like, animals?"

"Yes, something like that."

My stomach lurched, "No! You can't! You can't put an animal in there!"

He ruffled my hair, "Don't worry young lady, I have no intention of harming anything in my experiments. Science may offer us limitless possibilities, but that doesn't mean we should explore them all indiscriminately."

He grinned, "Besides, I couldn't use live subjects even if I wanted to! It's simply too expensive. Cloning my own tissue is _much_ cheaper than any of the alternatives, as the tools I employ are reusable and I own the patent for the all-important mimic material."

"I didn't realize animals were so expensive…"

"You'd be surprised. Oscorp has a monopoly on the biomechanics market. Even farmed animals fetch a high price."

In my mind's eye, SP//dr showed me an image of insects stacked one on top of the other in clear boxes.

_That's right… you were an experiment too…_

The professor yanked a lab coat off a hook on the wall and turned to Anna, "Well, it seems I have to go back to the drawing board. You have my cells, so start the cloning process up again."

He took one step out of the door. Before he could take another Cindy grabbed the sleeve of his coat, "Wait!"

He looked back, "Hm?"

"Aren't you gonna help me?"

"Help you? Ah, did I forget one of my appointments again? I don't remember agreeing to help any children but as you can see I've been busy so it's not outside the realm of possibility that-"

"No, we haven't got an appointment or anything," she explained, "but Anna was saying that there was someone who could help me."

I interrupted, "You meant Doctor Connors, right Anna?"

_Please Anna, you can't seriously be relying on this crazy man to-_

Anna shook her head, "No, your friend is on the money, kid. Professor Richards is your guy."

_Wait... that guy is **the** Reed Richards?_

The professor seemed to find it all very amusing, "You arranged this behind my back did you, Anna? Apparently my reputation precedes me. Very well! How can I help you then, young lady?"

At that moment Cindy bowled over, clutching her stomach.

"Cindy!?" I cried, holding her to stop her from falling flat on her face.

Then it happened. Webs blasted out of her wrists, a huge mass of silk all at once. One blast pinned me to the wall, the other gunked up the instant transmission equipment. The professor stroked his chin again.

"I see," he said in a low voice, "intriguing. So you're a mutant?"

Cindy rested her hands on her knees, panting, "I didn't used to be."

I tried to wriggle free from the web, but it was strong stuff. SP//dr gnawed at the strands under my neck, but he couldn't so much as make a dent in it.

The professor continued, "So how long have you had this… ability for?"

"Since yesterday, but my wrists have been hurting for months."

"And you haven't taken any new medication?"

"No."

"No radiation exposure?"

"No, none."

I struggled under the dense silk, "Can people just do that? Mutate for no reason?"

He looked at me, "Humans are mutating all the time. The cancer vaccine is just an anti-mutagenic agent."

"Yeah but people don't usually get super powers out of nowhere."

He smirked, "Don't be so sure. Anyway, I _will_ look into this for you, but I'll need blood, tissue and urine samples."

Cindy groaned, "Really? You need my pee?"

He reached into his pocket, pulled out his phone, and started typing into it furiously, "May I ask: are you currently menstruating?"

" _Excuse_ me?"

"Reproductive cells can be useful in the case of whole-body mutations, that's all. Nothing to be squeamish about. Now, as for this silk…"

He started prodding me. Then he picked up a sharp-looking knife from a nearby desk.

"Whoa, whoa, slow down!" I said, "This web is _really_ tight."

His face was dead serious, "How attached are you to these clothes?"

I couldn't believe what I was hearing, "It's my school uniform so… very?"

"Hmm, that makes things difficult. Wait here while I get a dissolving agent."

After taking a sample from the _other_ mass of webbing he dashed out of the room without saying another word. Anna looked at her watch.

"You'll wanna get settled in. He's gonna be a while."

I waved my dangling legs back and forth idly, "It's not like I'm going anywhere."

"What time does school start?"

"About eight."

"Eight, huh…"

Cindy sat down on one of the chairs, "What time is it now?"

Anna cracked her knuckles, "Time to give you a blood test."

* * *

After Cindy had had her bloods taken and I'd been successfully dissolved off of the wall, we waited for Professor Richards on an old sofa in the printing room, beside a couple of shiny white vending machines. All the craziness had drained what little energy I had left. Now my body was just a dead weight melting into the sofa's cushions. Groggily, I unscrewed my half-drunk bottle of cola. Liquid alertness. Just the smell made my mouth water.

"You sure you don't want a drink, Cindy?"

She stared into the tiled floor, "No, I'm good."

I leaned back and downed some of the sugary solution, trying to think of something to say. As I re-sealed my soda I noticed SP//dr had vacated his usual spot on my shoulder and wandered over to Cindy.

"Peni, am I being stupid?"

"In what way?"

"Maybe I should just tell them."

"Your parents?"

"It's not even like it's a cool power."

SP//dr crawled onto her forearm. She didn't seem to notice.

"You're not stupid," I said, holding back a yawn, "I'd be nervous too."

"You would?"

"Yeah! If I had silk bursting from my wrists at random intervals, I don't know _what_ I'd do!"

Cindy rubbed her eyes. She looked as tired as I felt, "Do you think they can get rid of it?"

"Well," I began, not knowing how I was gonna continue, "he _did_ say he was gonna give you medicine."

"Mmm…" she agreed, finally becoming aware of the tiny arachnid on her arm. "You know, I think your spider is the only spider that I'd actually call _cute_."

"Well that's cos he is! Aren't you, buddy?"

Suddenly my phone started buzzing.

_I thought I set it to silent?_

I could feel it vibrating in my backpack between my legs. I could hear it rattling as it juddered against the hard floor.

_A phone call…?_

I quickly unzipped the bag and yanked my phone out. It was Aunt May. The look on Cindy's face told me that even without words she knew… we were in trouble.

"Aunt May!" I said brightly.

"You didn't reply to my message."

"Your message? Oh, my phone was on silent. You know, for classes."

"Classes don't start for another half hour."

"Well we're waiting outside the school now," I lied, "it didn't take as long as I thought it would."

She didn't reply. I looked at Cindy and pretended to slit my throat with my free hand.

"Peni," Aunt May's serious voice, _really_ not good, "I saw something on Gene Pop this morning."

"Why are you reading that garbage?"

"To protect you, sweetie. I need to know the kinds of things they're saying about you."

"It's all lies."

"I know. But one of them worried me. I thought I'd call and check with you that it's not true."

I could feel it coming, the bad news, "…what's worrying you?"

"They're running this story about you and Cindy going to the Reed Richards Science Center."

_What!? Why are they dragging Cindy into this?_

It occurred to me then that I hadn't turned my phone's GPS off. It wouldn't take much for Aunt May to find out the story was true. I tried to keep my breathing steady.

"Reed Richards? No, we're at school. Anna wouldn't even be there this early anyway."

I could almost see the blood draining from Cindy's face.

"That's what I thought," Aunt May continued, "except they had a photo."

"It's gotta be a deepfake," I said, my nerves trickling into my voice, "they had fake photos of me in a bikini at one point."

"I know what you're saying, but something about this feels different."

"Seriously, it's fine. Don't worry."

"…Okay," she said, pausing for a moment before she continued, "I just wanted to check. I'm sure you remember what happened last time you went there unsupervised."

"Things were different then."

"I know. I trust you."

She didn't sound like she trusted me, but I had to take her word for it, "Thanks Aunt May."

"You left your gym clothes here though."

I felt my neck go stiff, "Sorry?"

"You have gym today, don't you?"

We did.

"Oh, uh, yeah, I must've forgot. I didn't sleep great. You know, cos of everything that happened at Oscorp."

"I understand. I'm sure Mr. Osborn will give you the mech back today. But about gym-"

"I'll tell them I can't do it. It's no big deal. Showering with everyone is kinda awkward anyway."

"Don't give me that," she chided, "Gym is _important_! It helps build teamwork, and it keeps you healthy."

"I get plenty of exercise, Aunt May!"

"But this is _fun_ exercise."

"It is definitely _not_ fun."

"Look, you need to do gym. I have time before work, so I'll bring your stuff up for you. You're outside the main entrance, I take it?"

My mind went blank. Cindy looked horrified. Could she hear what we were saying?

Aunt May noticed the silence, "Peni?"

I forced myself to reply, "Uh, yeah, yeah I'm there, _we're_ there, outside the main entrance."

"Okay, I'll see you in a few minutes then. Love you sweetie!"

"Love you too!"

I hung up. My hands were shaking again.

"Sooo… did you hear-"

"Yes. All of it."

"We have to go."

She glowered at me, "Why did you tell her we were at school!?"

"I… I thought, I know you wanted to keep your powers a secret and-"

She sank into the chair, "This sucks so much. We're never gonna get there in time."

"I'm sorry."

"No, it's… it's fine," she mumbled into her hands, scaring SP//dr off of her arm, "She probably woulda come out no matter what you said."

"I don't think she's told your parents anything yet, at least."

Cindy rubbed her face, "I hope not. What was it she said about a photo?"

"Gene Pop are running some stupid story about you and me coming here."

She pulled out her phone. I felt SP//dr find his way back onto my hand.

"Cindy? What are you doing?"

"Checking Gene Pop."

My chest felt heavy, "You probably shouldn't-"

"Might as well see the story they wrote about me. It's my first time after all."

"Seriously, it's not worth it."

She looked me in the eye, sweat shining on her brow, "Don't you wanna know what they said about you? About us?"

Her voice was shaky. I opened my mouth to speak but couldn't find the words I needed. Her gaze returned to the artificial glow of her phone screen. Fighting back a growing feeling of nausea I leaned across to see the story for myself. Sure enough there we were, standing outside that beat-up garage door. The headline: CORPORATE ESPIONAGE.

"You've gotta be kidding me," I said. Cindy remained silent.

_Why the heck would they fake a story like this? Why the Reed Richards Center? Why_ _**now** _ _?_

I couldn't tear my eyes away from it. Way back when they first started writing fake stories about me I thought that it'd get easier over time. Nearly every celebrity has a scandal or two, or three. Some have a new one every day. You just ignore it. That's what I thought, _I can just ignore it_ , and I did, in a way. When you don't open the app you don't need to see the stories. When you don't talk to people at school you don't need to hear what they think about you. When you spend all your time in a battle mech it just doesn't matter what Gene Pop writes. No matter how awful things may look, when you close your eyes it might as well not exist. It's an effective strategy.

Or at least it _was_ , when it only affected _me_.

"Cindy, it's okay," I said as she scrolled down a whole paragraph dedicated to questioning the validity of her parents' citizenship.

"Oh god…Peni…"

A tear dropped onto the screen of her phone and trickled down past her thumb. I pulled her into a gentle hug.

"I'm so sorry, Cindy," I said into her hair, "This is my fault."

She was shaking so much that she was almost making _me_ shake, "Peni, how do they know all this stuff about me?"

"They probably just guessed."

She sobbed, "No but it's… it's so accurate. How do they _know_?"

"I won't let them hurt you Cindy."

"I can't breathe."

"Cindy-"

"Peni I can't, I can't-"

Then suddenly as if out of nowhere Professor Richards sprang in front of us.

"Right!" he said cheerfully, shoving a jar of pills in Cindy's face, "Here's the medicine. You'll want to take it three times a-"

Cindy slapped it out of his hand and screeched, "FUCK YOUR MEDICINE!"

Her phone fell out of her lap and onto the floor with a metallic thud. The professor stood frozen in shock, his mouth open just enough to reveal the top row of his perfectly white teeth. SP//dr dashed up my neck and retreated into the safety of my tangled hair. I waited, holding my breath without being fully aware of it, only noticing when I exhaled in relief as the professor finally broke the silence and said, "Is something wrong?"

Cindy just stared at him wordlessly, her eyes looking to somewhere beyond the empty room we were waiting in. I turned to the professor.

"We need to get to Mason Banks, and fast."

He squinted in confusion, "What? Why is that?"

"It'd take too long to explain."

"Mason Banks… that's Oscorp's school, isn't it? The middle school?"

"Well it's technically an elementary, middle _and_ high school but - wait that's not important! We just need to get to the main entrance as soon as possible, please!"

He picked the medication up off the floor, "Is someone threatening you?"

"No it's…it's complicated. We can handle it."

"It's okay to ask for help, you know?"

"Driving us to the school would be all the help we need, if you can do it."

He held the jar of pills out to me, his lips curved in a soft smile, "Of course I can. It's the least I can do to repay you for everything you do for this city."

Cindy, who'd gone still during our conversation, shuddered as the professor pulled out his car key.

"Cindy?" I said, concerned.

"I'm fine," she insisted, picking up her phone, "Let's… let's just…"

"It's okay, you haven't gotta say anything."

The three of us walked through the lab's maze of corridors towards the professor's car as quickly as we could. He'd parked it in the same place the entrance was, right next to the huge elevator hidden in the floor. The elevator-floor was currently raised up, pretending to be the base of the run-down garage. It was held up by enormous metal pistons wrapped in a rainbow spaghetti of wires. Beyond the pistons was the employee parking lot, illuminated by a couple of yellow ceiling lights.

"You want the blue one," he said as a distant car flashed and beeped at us from behind a minivan.

The seats were super soft and comfy, and the doors didn't groan or creak as they silently slid closed. I glanced over at Cindy; she was back on her phone, doomscrolling.

"Cindy, come on."

I placed my hand over the screen. Her eyes were still wet with tears. Wordlessly she nodded, and put the phone down on the seat beside her.

"Tomorrow everyone's gonna forget about this," I reassured her, "It's me they want, not you."

Professor Richards pushed a button on the dashboard. Static flared over the speakers, then out of the noise came Betty's voice, "Y'ello?"

"Betty, it's Reed. I'm going to take a short drive. Could you lower the platform please?"

"Sure thing, Professor!"

"Thank you."

I watched as the pistons slowly retracted into the concrete, sinking down, deflating as the wires coiled in and the elevator clunked into position. When it was done it looked natural, as if it had always been there in the parking lot, as if all the mechanisms beneath it had never even existed.

We hovered over the platform. As soon as we were in position, and without any prompting, the concrete elevator began to rise back up again.

_My spider sense didn't go off even once. How could I not notice that someone had followed us here? Unless we weren't followed. Maybe they had cameras laid out ahead of time._

That was something too elaborate even for Gene Pop. Faking an image was easy, there was no need to take a real photograph. They made fakes of me all the time. But never of Cindy, not until today. I opened the app up on my own phone and found the story. The photo stared back at me like an unpleasant mirage. It seemed to have been taken at the exact moment I knocked on the garage door. It looked real, too, at least to the naked eye - but then they all did, even the fake I knew, deep down inside me, a gut instinct; I knew… it was real.

_Someone really took this._

And I already knew who that someone was, too. I opened up the messages I'd been ignoring. The oldest was from Aunt May, just like she said, asking if I'd got to school safely, asking why I'd left so early. The rest were exactly what I expected.

[How does it feel to have no mech, Peni? How does it feel to be powerless?]

[You're nothing without that glorified hunk of metal. 'New York's Hero'? Hah! You disgust me]

[I'm watching you, Peni. I'm always watching you]

[I'm going to show them all who you really are]

I clenched my fist around the phone, digging my fingers into its sides till my wrist hurt. The stalker had gone too far this time.

_I'm gonna make you pay for this, you monster._

Cindy tapped my shoulder. I thwipped my head in her direction, "You okay?"

She looked a lot better than she did a few minutes ago, "Do you still have that soda?"

I reached into my backpack. Sure enough, there it was.

_Wasn't gonna just leave this bad boy behind._

I handed her the half-drunk soda and she glugged down a few mouthfuls.

"You're gonna get my cooties now," I joked.

She managed a quiet smile, "I guess I am."

The professor looked over his shoulder, "You should take one of the pills while you're at it."

Her smile vanished, "Oh, yeah."

She swallowed the medicine and handed the soda back to me. There was almost none left now, but that didn't mean I wasn't gonna try and soak up every last drop I could.

"We'll be at your school in a moment," Professor Richards said, "Before we part ways I want you to know: whatever's going on, you can always count on the support of the Science Center."

"Thank you Professor Richards."

"No need to thank me, Peni. It's my duty, in fact I think it is the duty of every human being in this world to use their abilities to help those in need. In my case, I was blessed with great intellect. Some people say I'm the smartest man on Earth, though maybe they don't say it quite as often as they used to…"

He laughed to himself, then addressing Cindy with a warm smile added, "I know what it's like to get bad press, young lady. It'll pass, trust me. They'll forget eventually. They always do."

_You're wrong there,_ I thought as we pulled into the parking lot of Mason Banks' main entrance, _they never seem to forget_ _ **me**_ _._

As we stepped out he whispered, "I'll be in touch about you know what."

We waved him goodbye and he drove off. A few minutes later Aunt May pulled up in front of us. Her eyes were glued to Cindy as she handed me the bag with my gym outfit in.

"How are you doing, Cindy?" she asked, worry written across her face.

"Oh," Cindy replied, "I'm… okay."

I jumped in, "She's tired. We both got up real early."

Aunt May immediately fired back with another question, "How early?"

"Uh, well," I stuttered, "you know… early."

"I would've been happy to drive you to school, you know?"

"I needed the fresh air."

Cindy sniffled. Now Aunt May turned to me, "Oh my god your _knees_ , what happened to your knees?"

"It was real dark. I tripped on a bottle."

"Have you cleaned these wounds?"

"Yeah we- uh, I mean, I had some stuff in my backpack."

She stared at me. I tried not to look nervous.

"You'll have to let the nurse know. They probably need dressing."

"I'll let 'em know as soon as we get inside."

She didn't look satisfied, but she didn't ask any more awkward questions. She glanced at her watch.

"I better go. Have a nice day you two, and stay out of trouble. Peni, we can get your mech on the way back. I'll explain the Gene Pop situation to Mr. Osborn for you as well."

"Got it. Thanks!"

"Take care!" she waved as she walked back to her car.

Cindy waved in return. I checked the time on my phone.

"Holy crap, it's almost time for class! We better go in!"

We hurried through the main gates, past the security guard and on to one of the many locker-filled halls. As I jammed my gym gear into my locker for later I heard a familiar snickering nearby.

"Hey Parker, I see you're with your new girlfriend."

I closed the door and was greeted with the smug grin of Flash Thompson. I didn't glorify his dumb comment with a response.

"Come on Cindy, let's go," I said, taking her hand.

Flash followed us, "Aww did I hurt your feelings, short stack? I feel more sorry for your girl, being stuck with a runt like you."

We kept walking.

"Everyone's talkin' about it," he continued, his lackey Kong giggling like an idiot by his side, "I don't know which of you is packin' but with the amount of white stuff that came out… I'm just sayin' - _someone's_ hiding a meaty secret, am I right?"

Cindy came to a halt. I noticed then that everyone in the hall was staring at us.

"Peni…" Cindy whispered, "white stuff… you don't think they mean-"

I turned and faced Flash, "Listen to me, you moron, I don't care what dumb rumors you've been spreading, but Cindy and I aren't dating, and no one has any 'meaty secrets', whatever the hell that means."

He held his hands up, "Don't shoot the messenger, small fry. It's not _me_ that spread the news this time. You can thank Gene Pop for that."

I tutted, "That dumb corporate espionage story? It's fake, like all the rest of the crap they say about me."

He cackled, "Oh my god, you haven't seen it have you? Kong, man, she doesn't know."

Kong parroted his blonde buddy, "She doesn't know, Flash."

I crossed my arms, " _What_ don't I know?"

I felt Cindy tug on my shirt, "Peni, it's-"

Flash shoved his phone in my face. As I read the headline ('SECRET LOVERS?') a video started playing. Footage of a dark street, below ground.

_Is that…?_

1st Avenue. The camera focuses on a shadowy alleyway. Heavy breathing over the mic. 'Peni… Peni…'

_That's Cindy's voice…_

White gunk shoots onto the walls, just about visible in the darkness. A sigh of relief. I step out of the alley. Cindy follows.

Flash could barely contain himself, "Aren't you still a middleschooler? Man, Cindy," he pointed at her, snickering like an idiot, "You fucked a middle schooler. Fucking cradle snatcher."

"I didn't!" she yelled.

"Cindy the cradle snatcher!"

"I didn't! We didn't! Nothing happened! Nothing is-… Peni, tell him!"

I'd had enough. I'd had enough of Gene Pop. I'd had enough of fake news. I'd had enough of being told what to do by Oscorp. I'd had enough of that goddamn stalker. But most of all, at that moment, I'd had enough of Flash _fucking_ Thompson.

Taking the advice of a video I watched on youtube, I balled my hand into a fist, slipped my thumb over my fingers and swung my arm forward with all the force I could muster. I hit my target, a clean bullseye right on that blonde bonehead's nuts. As my fist connected with his crotch he let out a scream that was more animal than human. Like a dying kaijuu he crumpled to the floor with a satisfying thud. He rolled side to side, whimpered, swore over and over, but he didn't get up. Still angry, I glared at Kong. He was rightly afraid of what I could do. He made the wise decision and ran off.

Soon the adrenaline rush faded and I came to my senses. Sweat was streaming down my arms. I turned back to Cindy; she looked horrified.

"Phew," I sighed, "I think that's the first time I've punched someone who wasn't a crook."

Cindy nodded absentmindedly. The other students in the hall began to shuffle away, occasionally glancing at us over their shoulders. I remembered the Gene Pop story.

_I should tell her. I should tell her that I know who it is._

As if she read my mind the words left her lips, "Who's doing this?"

She held her head in her hands. If I told her, it would only get worse.

_Can it even get worse than this?_

It could. I had no idea what Oscorp would do if they found out Cindy was mutating. That's assuming the stalker didn't just kill her outright to spite me.

_The stalker's not gonna stop, no matter what I do. This is just the beginning._

That's right. This was just a taste. Everyone I knew was at risk, as long as they were near me.

_That's what the stalker wants. To isolate me._

But I didn't have a choice. At least if I gave the stalker what they wanted they might leave the others alone.

_I need my mech…_

Suddenly Cindy pulled me in for a hug.

"Peni," she cried, her voice muffled in my hair, "make it stop."

I squeezed her close, "I will Cindy. I'll do whatever it takes, I promise."

The school bell rang. I closed my tired eyes. It was gonna be a long day.

**Notes for the Chapter:**

> Just wanna give a special shoutout to Wolfsong6913 who made a (very polite) suggestion in a comment on the first story in this series about my handling of dialogue. It made me think, made me wonder how I could improve my approach, and in the end I think (I hope!!) it resulted in more immersive writing. I don't normally go looking for critiques or anything like that, cos I'm too stubborn to listen to anyone >:D (and I'm also pretty sensitive so please be nice >w<) But it happened very naturally and I didn't feel I could put this chapter up here without acknowledging where the change in style came from. So thank you!!


	4. Masquerade

**Summary for the Chapter:**

> Peni and Cindy can't escape the rumors circulating the school halls, and in the shadows, the stalker is preparing to pull off their grandest scheme yet...

**Notes for the Chapter:**

> I'm back :D Happy new year! I had sooo many ideas for how to do this chapter over the holidays, and it felt SO GOOD to be able to put them down in words again. It's about 5k words long, the smallest chapter so far, but I'm very pleased with how it turned out. Gonna try and get another one of these out before the end of the month but as always, can't guarantee it. Thank you for continuing to read this story, and for all your comments and kudos! Every single one brightens my day <3 
> 
> Also I want to give a shoutout to 'speedie' for their concept of a 'spdrpatrol' social media account. I couldn't find a way to contact them to ask for their permission to reference it here, but the very least I can do is direct you all to their absolutely incredible story, 'gas station receipts', which is simply one of the best things I've ever read: https://archiveofourown.org/works/23572450
> 
> LAST THING! Here's a recap for those who might need it: Last time we left off, Peni and Cindy went on an early morning adventure to the Reed Richards Science Center. The visit went well enough, and Cindy got medicine to help control her mutation, but when they returned to school they found out that Gene Pop had obtained photos of their outing. Now they're the talk of the school, and not in a good way...

That stupid video was all anyone at school could talk about. Every inch of every hall was hushed whispers and prying eyes. Even in the bathroom people gave me funny looks. I could only imagine what it was like for Cindy. She'd barely spoken all day.

As we sat in class I gave her shoulder a gentle nudge, "Hey, wanna get some ice cream after school? This guy I know gives them to me for _free_ cos I saved his store from some Australian dude in a Kangaroo battle suit one time."

She shook her head. Then a shadow loomed over our desk.

"Am I boring you, Peni?" asked our biology teacher Ashley Kafka.

I looked up at her. She had a strange, plastic smile on her face.

"No, I was just-"

"Good. Then you won't mind repeating back what I just said."

The rest of the class started snickering. With a frown I scanned the many holographic diagrams hovering at the front of the room. They were each labeled with a name in bold white letters.

_Missense, nonsense, silent, frameshift…_

"Mutations…" I muttered to myself.

"Yes, that is indeed the topic."

More snickering. I huffed, "Miss Kafka-"

She silently raised an eyebrow.

"I wasn't-… I wasn't ignoring you. I thought-"

She smirked, "Don't get too worked up about it. Just pay attention during class, okay? Now, as I was saying, when it comes to induced mutation…"

_Ugh! Of_ _**course** _ _she picked today to teach us about mutation._

SP//dr bristled on my cheek as I glared at the back of Ashley Kafka. I didn't like her. SP//dr didn't like her. Neither of us liked her.

_There's something up with her. I just_ _**know** _ _it._

The lunch bell couldn't ring fast enough. I dashed out of the classroom as quickly as my tired legs would take me, stopping only to make sure Cindy was following.

_Don't wanna leave her on her own right now._

"Wanna sit together today?" I asked brightly as I slowed down to match her pace. The bags under her eyes were so dark she almost looked like a zombie.

_God, I hope_ _**I** _ _don't look like that._

Neither of us had got enough sleep last night. Or _any_ sleep, for that matter.

"I don't think that's a good idea, Peni," she finally replied, her gaze focused on the tiled floor, "It'll only make the rumors worse."

"Mmm," I hummed, "you're probably right."

The enormous cafeteria hall was buzzing with students. Like ants they filtered in from every corner, pooling around the food dispensary stations before filtering out to the lunch benches that stretched across the center of the room. I stood and watched as Cindy was swept into the waiting arms of her long-time friends Lola and Rafferty.

I sighed in relief, "Good. She shouldn't have to deal with all this stress on her own."

With one load (partially) off my mind I scanned the hall for Harry. I spotted him sitting alone at the edge of the room, as always. I went and zapped some tomato pasta onto my plate via the dispenser unit, squeezed my way back through the crowds, then strolled over to Harry.

"You look about as good as I feel," I joked.

He didn't reply. He just stabbed whatever strange, meaty dish he was eating with his fork.

"Harry?"

He wasn't smiling, "Is it true?"

I moved my head back reflexively, confused, "Huh?"

"The rumors."

"Oh Harry come on!" I groaned, "Corporate espionage? Do you think I have time for crap like that?"

He stabbed his food again, "No, not that. The other one."

"The _other_ one!? Me and Cindy? No! We're friends, Harry. Just friends."

His face softened, "Really?"

"Yes!" I replied emphatically, "It's just more Gene Pop fanfiction. You _know_ how they are."

He started idly stirring the sauce on his plate, "The video looked so real…"

I didn't wanna tell him it _was_ real.

"Yeah, well," I said, starting on my pasta, "they always do. Remember their swimsuit special?"

"How could I forget, when you keep bringing it up."

"It still annoys me!"

I stuffed a ball of knotted pasta into my mouth. It was too hot. Again.

_One day I'll remember to let it cool down first…_

The burning sensation filling my mouth didn't do anything to wake me up. I felt like I was stuck underwater. Just keeping my eyelids open was a struggle.

_Sugar time._

I reached into my backpack and busted out a big bottle of soda. I downed at least a quarter of it in one go.

"Phew!" I said, wiping my mouth with my forearm, "That's more like it."

Suddenly the hairs on the back of my neck stood on end.

_Is that-?_

Then it kicked in. Spider-sense, like a wave blasting through my head.

_What the heck!?_

I heard them before I saw them. Explosions. Laser fire. The sound of the school's emergency forcefield straining to keep whatever was trying to get _in_ , out.

I grabbed Harry's arm, "We have to get out of here."

But we didn't have time to run, because as soon as I got to my feet the ceiling was blasted open. Huge chunks of reinforced concrete rained down from above. In the blink of an eye I took it all in. Each fleeing student, every speck of debris, the hole, the heat, the smoke, the silhouette(?) lurking up above, and-

"No…"

Cindy. Cindy was sitting right underneath an enormous spike of concrete. It was falling fast, and she was halfway across the room. I'd never reach her in time.

"My mech-"

But I wasn't in my mech. It was just me, Peni Parker, normal schoolgirl. All I could do was watch, my heart in my throat, my skin on fire with raw panic.

"CINDY! RUN! RUUUN!"

She looked over like she heard me. The concrete was just a few feet from her head now. She recoiled in fear. I held my hands over my mouth.

Then a light filled the room. Blindingly white. From within the light came a deep voice.

"Fear not, my children. Mysterio is here to save you!"

Gradually the white subsided. Grey blobs began to form in the brightness, getting larger, clearer. My spider-sense was still going wild as my eyes finally adjusted to the piercing light. The room had fallen silent. One thought filled my mind.

_Cindy!_

I looked across the room and saw her, still at her table, a mammoth chunk of concrete levitating over her head.

"What…?"

Beside Cindy floated someone who looked like some kind of mythical god. His face was shrouded by an orb of pure white light. He wore armor, shimmering green armor that sparkled like a star-filled sky. A golden eye was emblazoned on his chest. From his shoulders descended a blood red cape, which rippled behind him as if blown by a gentle breeze.

He raised a gloved hand and snapped his fingers. Immediately the huge chunk of concrete crumbled into fine grains of dust.

"How is he _doing_ that?" I whispered under my breath. The ache from my spider-sense, like a pebble stuck in my brain, began to dim as I watched the glowing man descend onto the cafeteria floor. SP//dr, however, couldn't relax at all. He watched Mysterio vigilantly from atop my shoulder. In fact, we were _all_ watching Mysterio. He stood there in the middle of the room, bathed in light from the hole carved out above us, as if it were the most natural thing in the world.

Then out of the silence I heard a commotion from one of the halls. My spider-sense flared up again.

_Of all the days to not have my mech._

But it couldn't be helped. I was stuck without it. Mysterio, however, seemed completely prepared.

"They're coming," he said in a low voice, a voice which seemed to quietly resonate through the entire room, like he was speaking directly to your mind. And he was right. Moments later the source of all the carnage smashed its way through the cafeteria door and hissed:

"Where's Peni Parker!?"

The throng of students parted, forming a kind of pathway through the room, and in the distance I saw the intruder. His heavy power armor was covered in strange knobs and dials. His hands were claws, and his back was shielded by a dense, smooth carapace. He had a purple helmet which covered his whole face and extended out into two vicious horns.

_Definitely going for that 'insectile' look._

All eyes were on me as I climbed up onto a cafeteria table, "I'm right here! Come and get me!"

I expected some long monologue about how I was the root of all evil. I expected him to gloat about how he finally had me where he wanted me. What I didn't expect was for him to generate a boulder of hard light out of his back.

"Oh no-"

He lobbed it at me immediately. On instinct I crouched down and covered my head with my hands. I felt the heat of the light as it tickled the tiny hairs on the skin of my fingers.

_Oh my_ _**god** _ _that was close._

I looked up. He was readying another.

"Hey!" I yelled at Mysterio, "Aren't you gonna stop him!?"

He didn't move, "Isn't that _your_ job?"

"What!?"

The second boulder came even faster than the first. I leapt out of the way, scraping my already-scraped knees on the floor as I landed like a sandbag against the cold tiles.

"Damn it!"

I watched as the boulder meant for me dissipated into thin air.

_He can deconstruct them at_ _**will** _ _?_

I didn't stand a chance against someone with tech like that, not without my mech. SP//dr crept out of my hair and onto my cheek.

"Get back in there," I whispered, "just stay safe, cos we're gonna be doing a lot of-"

Suddenly the intruder was on top of me. I could smell the metal of his outfit.

"I am the Beetle," he growled, "and on this day, Peni Parker, you shall die!"

He raised his hands and slammed them together around my head. Then he started to squeeze. The pain came down like a knife through my skull.

"AAAAAAAHHH!"

He couldn't have held me for more than a second before Mysterio kicked him away, sending him flying into the wall on the opposite side of the room. The urge to throw up was almost too strong to resist.

_SP//dr are you okay? SP//dr?_

I felt his presence in my mind and almost started crying in relief.

"Dear me," Mysterio tutted, "you're not much good without your suit, are you?"

I couldn't believe I was being insulted by this random stranger - in the middle of a battle, after nearly being _killed_. I took all my hurt and fear and channeled it into anger.

"Hah!" I snarled, "You can talk! You expect me to really believe you're some god? I don't know what you've got inside that armor but we _both_ know that you'd be just as screwed as I am without it!"

He floated up into the air, "That's where you're wrong."

I heard the Beetle moving in the rubble. I pushed myself upright, clutching my stomach as another wave of nausea sank through me. As I cast my eyes in the direction of the noise I saw that, sure enough, the armored assailant had already recovered.

He pointed at Mysterio, "Strange being, who _are_ you? I've never seen someone so powerful! So much more powerful than me, and _much_ more powerful than SP//dr!"

Mysterio laughed, "Yes, I _am_ powerful! More powerful than you could ever imagine! For I am the almighty Mysterio! The pinnacle of evolution! My impregnable mind has absolute power over matter. Behold!"

He stretched one of his hands out and dramatically clenched his fist. Out of thin air a ball of water began to form, getting larger and larger.

"And now…"

With a wave of his other hand the ball suddenly exploded into a cloud of gas, fizzling and sparking as it dissipated into nothingness.

The Beetle stared at Mysterio in astonishment, "Such terrifying power! Please, oh great Mysterio, spare my life!"

"I cannot accept your repentance, insect, for your sins weigh upon you like the universe on the shoulders of great Atlas."

"Please!" the Beetle begged, now on his knees, "I had no choice! I have a wife and kids!"

Mysterio folded his arms, "Save your words for one more merciful. Now, begone with you!"

There was another flash of light, then suddenly a vortex opened up behind the armored insect.

"NOOOO!" he screamed. For a moment, no more than the blink of an eye, I thought I saw a hand drag him into the hole - then he was gone. The hole blipped out of existence. The room fell silent once more.

Mysterio spread his arms wide, "Witness my power, children of New York! Wherever evil may lurk, wherever criminals gather, wherever I am in need I shall be there, for I am all-present and all-powerful! Remember my name: The Almighty Mysterio!"

Then just as mysteriously as he came he disappeared in a burst of smoke, leaving behind only soot, rubble, and what smelled like… gunpowder. My spider-sense, which had been going off constantly since the commotion started, finally fell away, becoming a dull headache instead.

_What the hell just happened?_

Suddenly I was being glommed from behind.

"Peni!" Harry sobbed, "I thought you were gonna die for sure!"

I rubbed his hands, which were clasped around my stomach, trying my best to stop my voice from jittering, "Don't be silly, no way some knock-off Rhino was gonna take me out."

"But-"

"But nothing! I told you in grade school didn't I? That I'd always protect you."

"Mmm," he mumbled into my back, "I guess I… I never realized how dangerous it is… when you're not with the mech."

His words wrenched at my chest. He was right. Without my mech I was completely powerless. I couldn't remember the last time I'd been caught without it.

Cindy came running over to us, "Peni! Oh my god! Are you okay?"

"Am _I_ okay!? Are _you_ okay?"

She nodded, her cheeks wet with tears, "Yeah, just a bit…you know."

I breathed out, shuddering as the stress worked its way out of my body, "Yeah. I know."

Harry was still attached to me, "I don't understand how they got through the school's security… There's a whole army of guards. I'm pretty sure Dad employs drones and stuff too."

SP//dr crawled down onto my cheek. Just knowing he was there sent a warm feeling of strength through my tired muscles, "I don't get it either. The school's AI was still online. It can see everything happening in the school in _real time_. Like, _everything_ everything. It even activated the emergency forcefield. No way anyone could get in here if they weren't meant to be. It's impossible."

_Unless they_ _**were** _ _meant to be here. Like a staff member… or even a student…_

Cindy wiped her eyes, " _God_ today has been a crappy day."

I nodded absentmindedly.

_It doesn't add up. No one's ever bothered to attack me at school before. They know it's impregnable._

Harry released his grip on me and sat down on a lump of fragmented ceiling, "My dad is _not_ gonna be happy about this."

_Why did Mysterio even bother showing up? All that power and he used it to… what? Protect some Oscorp kids? Really?_

An announcement played over the one school speaker that was still functioning, "All students, report to the assembly hall immediately. I repeat, all students must report to the assembly hall immediately."

_It was all over so quickly… and he spent half the time making fun of me… this guy who can turn concrete into dust, and warp people into non-existence…_

Cindy grabbed my arm, "Peni, come on."

"Hm? Oh, yeah."

_He triggered my spider-sense. Him. Mysterio._

I picked up my backpack. It was covered in dust. We started ambling towards the exit that led to the assembly hall.

_He_ _**triggered** _ _my_ _**spider-sense** _ _._

We all crammed into the narrow hallways. Shoulder-to-shoulder, slowly shuffling to our destination. Mysterio's words echoed in my mind.

' _You're not much good without your suit, are you?'_

My heart started racing.

_Oh my god… it's just like that message. The message-_

From the stalker. I immediately unzipped my backpack and yanked out my phone to check my message history. Sure enough, there they were.

[You're nothing without that glorified hunk of metal.]

[I'm going to show them all who you really are.]

I felt weak. The stalker. It was him. Mysterio. He was right there. He was right there in front of me and I couldn't do anything.

_He can disintegrate concrete with a click of his finger, and warp people through space, maybe even through time._

I stared at the back of the student in front of me.

_No, he can't really be that powerful. No one can be that powerful. Anything he can invent, I can invent better. I'm a genius. I've always been a genius. It's what makes me special. That, and SP//dr._

With that thought my eight-legged friend stroked my cheek with his tiny legs. In all the chaos I'd forgotten what it meant to be bonded with another living creature. I'd forgotten that I didn't have to deal with all this on my own.

Cindy squeezed my hand, "I'm just glad you're okay."

The way she was looking at me made me feel like I'd missed part of a conversation.

"Don't worry about me, Cindy."

A single, ragged sob shuddered down her shoulders. Her eyes were becoming wet again.

"I've never felt like that before. With you around, I always felt safe."

"And you are! I'll always protect you! _All_ of you. You know that."

She smiled weakly, "It's okay. None of us expected something like _this_. I had no idea Mason Banks could be infiltrated so easily."

"It couldn't have been _that_ easy," I protested.

Harry sighed, "She's right Peni. Whoever that beetle dude was, he was clearly stronger than anything we've seen before. And that Mysterio guy…"

"Yeah, about him actually-"

Cindy interrupted, "How did he get so _powerful_? Do you think he stole Oscorp technology?"

"Nah," Harry replied, waving his hand dismissively, "Oscorp has some good tech, but it's not the kind of stuff you could hide in a single suit."

I raised a finger, "Actually, they do have spacetime camo suits."

"They can't _really_ warp people through spacetime though," he replied.

"Well they sort of can. On the spot, anyway. You can kind of…it's like…disappearing and reappearing in-place. They quantum entangle the light particles around you with-"

Now Cindy came back in, "That's not the same though. That's not teleportation."

I was starting to get agitated, "Who said anything about teleportation? Guys, listen to me, there's no _way_ he's as powerful as he looks. He's got a flashy suit - so what? He's probably just some nobody under there."

They both stared at me.

"What!?"

Harry looked away. Cindy frowned, "Isn't that… the same as you?"

I felt the blood drain from my head, "No! No… it's totally different with me and SP//dr."

She bit her lip, "Yeah, you're right. Sorry."

But I knew she didn't mean that.

"Cindy-"

"It's fine, Peni. It's been a bad day. For both of us."

I remembered all the crap we had to deal with on the way to the Reed Richards Center… and then Gene Pop…

"I'm sorry," I said.

"No, don't-"

"No, I _am_. I didn't mean to be snappy. It's just…I'm… you're right, okay? So let's… let's just forget about it…"

"Mm…"

Suddenly Cindy grabbed one of her wrists, her face contorted in pain.

"Cindy!?"

Harry looked across at us. I couldn't let him know about her mutation. Couldn't let _anyone_ know. We were totally surrounded by students and now-

Cindy's eyes were full of panic, "I… really need the bathroom."

I tried to picture the school's layout in my mind, but I was so tired…

_Come on, come on!_

"Wait," I said, as I came to my senses, "isn't there one near the assembly hall?"

"We'll never make it that far at this pace… Agh, it hurts!"

We were starting to draw attention to ourselves. I could feel all the stares, feel everyone judging us. My brain was mush. I could barely string two thoughts together.

_There's nothing I can do…_

Then it happened. That moment where you're so out of it, so lost and exhausted and confused that you somehow get _more_ energy. My rational mind shut down and my irrational, hyperactive mind kicked in.

I spoke without thinking, "Oh my god Cindy! Don't you have an implant for that?"

She furrowed her brows in confusion. I continued, loudly, "I got mine when I was eleven. No more periods for me! Who would choose to bleed in the year 3145?"

Cindy was shocked speechless. Harry grabbed my shoulder, "Peni, what the hell!? Shouldn't you be more quiet about that?"

Cindy finally caught on, "Ugh! I can't have the implant, too expensive. If I don't get to the bathroom soon, though…"

I gasped dramatically, "You're gonna bleed all over the floor!"

_Please don't kill me Cindy._

Now the other students were _really_ paying attention. They immediately started dispersing as best they could, dodging out of our way like we were lepers as we pushed through the crowd.

Cindy was almost doubled over in pain as we reached the bathroom. She ran through the door. I went in soon after.

Then Harry joined.

"Whoa, Harry!" I said as Cindy slammed her stall door shut, "You don't wanna be here for this. Trust me, it's nasty."

He rested his hands on his hips, "I'm not an idiot, Peni. I know it's not _that_ bad."

"Oh but it is. It's uh, real gross. Wouldn't recommend it. If you ever get offered a full genital makeover definitely take a hard pass on it."

He frowned, "You just want me gone, don't you?"

"What? No, it's not like that."

"You're not allowed to have more than one student per stall, you know?"

"Harry, I don't know what you think is going on, but I have no intention of joining Cindy in that stall."

A wet splat echoed through the room, breaching even the heavy-duty soundproofing of the floor-to-ceiling stall door. Harry grimaced.

"See?" I said, "Nasty."

With that, he seemed satisfied that I wasn't trying to hook up with Cindy. He scratched the back of his head, "I need to use the bathroom anyway."

He went into an empty stall. Danger averted.

_Today can't end soon enough._

I flopped over to the row of sinks and stared into the mirror. I looked like a zombie. _Felt_ like one too. My legs were shaking from sheer exhaustion. Once again I was reminded of the burning pain in my kneecaps.

_Scraped them twice today. Really,_ _**really** _ _should've cleaned the wounds._

I'd survive. I wet my hands under the faucet and splashed my face with water. SP//dr expertly evaded the assault of moisture, leaping onto my shoulder.

"Sorry, buddy," I mumbled.

I was a wreck. I preferred being bashed around by man-eating kaijuu to _this_. I took a deep breath, holding back tears.

_Everything's going wrong at once._

Completely against my wishes, the smart mirror began to analyze my face.

"You are suffering from sleep-deprivation," it said.

"I know."

Treatments for sleep deprivation began to appear on the screen. Pills, ointments, numbers for sleep therapists.

I closed my eyes. The urge to cry was so strong.

_I'm sorry, Dad. I can't do this. I can't do it on my own…_

Tears forced their way past my eyelids. I wiped my cheeks.

_Come on Peni, pull yourself together. You'll get through this. It's just a bad day._

I gazed into the metallic sink. Just a bad day.

_I'm the hero of New York. A genius. No one's smarter than me. No one's better than me. It doesn't matter what Gene Pop says. And Mysterio…_

I shook my head. Mysterio _was_ an issue. But at least now I knew what he looked like. Sort of.

_It's better than nothing. And now I know what he's capable of, too._

One of the stall doors opened behind me. I quickly dried my eyes and turned around. It was Cindy. She looked concerned.

_Just tell her. Tell her everything._

"Peni…"

"Cindy, I-"

"The uh," she lowered her voice, "webbing…it's still stuck to the toilet."

"…Oh. Yeah…I…hmm. I don't know how to clean that."

"What was the stuff Professor Richards used?"

"Probably some acid he cooked up, but-"

Harry's stall door swung open. He stretched his arms over his head, "You guys done?"

Cindy and I looked at each other. There was nothing we could do about the webbing now.

"Yep," I replied, stretching my lips into a smile, "let's go and get this assembly over with."

He didn't move, "Is there something I'm not getting here?"

"Nope! Nothing!"

He quirked an eyebrow at me. I knew I didn't sound right, probably didn't look right either. Thankfully before he could ask any more awkward questions Cindy stormed forward and out of the door. I followed close behind, clapping Harry on the back as I passed him.

"Don't forget to wash your hands!"

* * *

The assembly was about as much fun as you'd expect it to be. The room was completely filled with students and staff. There was nowhere to _stand_ , let alone sit. Once we were all in they sealed the room with a military-grade forcefield. Every student was checked over by a nurse, and heads were counted (electronically _and_ manually, the latter of which took _forever_ ). Thankfully no one was badly hurt. The school's principal, Roger Harrington, was beside himself with emotion as he explained that no, security had _no_ idea how the intruders got in. After his speech Mr. Osborn's PA came in via video call and assured us that Mr. Osborn was gonna look into the matter personally, which made Principal Harrington even _more_ nervous.

Then they sent us all home.

" _Finally_ ," I sighed in exasperation as we trickled out of the jam-packed hall.

"Kill me," Cindy groaned.

"I'm already dead."

I could barely keep my eyes open. I was pretty sure I fell asleep a couple of times during the never-ending assembly. Yawning, I pulled out my phone and messaged Aunt May.

[I'm out now. School's cancelled for the day]

A few minutes later, as I waited outside the school gates next to a group of armed soldiers, she replied, [I'll send someone to pick you up ASAP]

_Send someone, huh? Guess she must be busy._

She always was.

_If I had my mech with me I could just head home._

Mysterio's words shot through my brain like a bolt of lightning, 'You're not much good without your suit, are you'. I gritted my teeth. Without the mech I was just a smart kid with a terrible attendance record, and I knew it. Without the mech I couldn't protect anyone. Couldn't even get myself home.

_I suppose I could walk._

My phone buzzed again. The notification sound was familiar.

_Isn't that the sound for Echo?_

Echo, the fourth millennium's way of letting you share pictures of what you ate for lunch. It was the only social media I liked, apart from Spacebook, which wasn't so bad when you made sure to only add your _actual_ friends as friends (not that I ever took my own advice). Of course, I used to like it all a _lot_ more before I became a celebrity.

_You'd think people would go easier on an eight year-old._

They didn't. Gene Pop taught me that. Swiping my phone screen I opened up the Echo app and saw why I'd received a notification.

"The ice cream dude @'d me!"

His post read: [Hey **@** **therealspdr** you okay? Just heard the news.]

He wasn't the only one. I got notified about his echo because I follow him, but when I expanded my notifications window there were over a thousand mentions of my handle, therealspdr.

"I guess it _is_ pretty rare for Mason Banks to be attacked."

I checked my timeline. The last time I sent out an 'echo' was…

_Yesterday morning. Before the car chase._

[Morning New York!] my echo said, above a picture of me in my pajamas, [First day back at school 8_8]

_Hard to believe that all this stalker crap happened over the course of just twenty four hours. He must be as tired as I am._

I decided to make another post. I couldn't let some bad press and an idiot with a god complex keep me down. No matter how exhausted I was, I had to keep going - for New York.

_For Dad._

I activated the phone's orbital positioners. It bobbed out of my hands and glided out in front of me. Then it began to slowly circle around my head.

" _Why_ is rotation the default setting?" I grumbled.

The phone drifted behind me, out of sight, then it slowly made its way back round. When it finally hovered in front of my face again I said, "Lock!" and it froze in place.

 _Good_.

"Activate camera."

The camera turned on. I could see the phone was too far away for the right angle. I grabbed it and pulled it a little closer.

"Tilt," I commanded. Now the phone could be moved on the vertical axis. I dragged it up and round till it was at just the right point above my head, then I said, "Stop tilt."

_There._

The angle was good, the distance was good, the lighting was…okay.

_It'll do._

I made a peace sign with my right hand and pulled a silly face, then I said, "Countdown timer: three."

The phone started counting down. When it reached zero it took a burst shot of five photos. After it was done I hopped in the air and snagged the phone from its orbit around my head, then I turned the orbital positioners off. It wasn't an automatic thing. You _had_ to turn them off manually, or else the phone would pop back into position as soon as you let go.

_They really need to make the whole thing more convenient. I should make a prototype or something._

But that would have to wait. First, I had to post the echo.

_And deal with Mysterio, and Cindy's whatever-that-is, and-_

_First_ , the echo. I captioned the photo: [Some beetle tried to take me out, but I'm fine now. Don't underestimate a SP//dr!]

I double-checked that it all looked okay, airbrushed the bags from under my eyes, then I hit 'post'. Almost immediately it started getting echoed.

Echoed by **we stan the spider** @spdrpatrol

[she's alive! she's alive! omg my HEART!]

Echoed by **J. Jonah Jameson** @johnjonahj

[What did I tell you? Where this girl goes, trouble follows. Next she'll be getting a hospital blown up.]

**Metalhead** @allthingsmecha

Replying to **@** **johnjonahj**

[Stick to your dumb magazine, jackass. No one cares what you think.]

I closed the app, "Well, at least _some_ people appreciate me."

You can't please everyone. That's what Dad always said.

_I need some music._

Music always calmed me down - and helped me think, too. Reaching into my backpack I pulled out my Oscorp NeuroSound earphones. They were the closest you could get to 'no headphones' listening without taking the plunge and getting an auditory implant. I placed the 'C' shaped earphones over the back of my ears and swiped across to one of the music apps on my phone.

_Yeah, gimme some of that classic rock._

I leaned against the school's perimeter wall as the screaming guitars of the third millenium roared in my head. It'd been an intense couple of days.

_Maybe now things can get back to normal._

Yeah… fat chance. But I did make _some_ progress. I learned my stalker's name: Mysterio.

_He made a mistake coming here today. Now I know he's just some guy… just some guy in a flashy suit. Though I still don't know how he made the beetle man disappear…_

A black car floated round the corner, interrupting my thoughts. Sunlight glinted off of its perfectly polished body. As the door swung open I knew it was for me.

_Just my luck…_

Like a cherry on the cake of my garbage day, Norman Osborn stepped out of the car with a grim scowl on his face.

"Get in here. Now."

I steeled myself for bad news and climbed into the car. My long day was about to get even longer.


	5. A Difficult Decision

**Summary for the Chapter:**

> Osborn has arrived to pick Peni up from school, and he says he wants to 'talk'. Peni knows nothing good can come from this, and BOY is she right...

**Notes for the Chapter:**

> Sorry this one is arriving later than usual! I did a lot of writing for the International Fanwork Day challenge and that delayed aaalllll my ongoing stuff. But now I'm back! This chapter is smaller than the others only because that's just how long I felt it needed to be! It's about 2.7k words. Though it's another sad one for our poor heroine, I hope you enjoy it nonetheless! I've added a few new trigger warnings to the tags, and you can check to see which ones they are by skipping to the endnotes - basically Osborn is an abusive dick to Peni (no surprises there), so it's related to that.
> 
>  **Recap of last chapter for those who need it:** Last time we left off, Mason Banks School was invaded by Mysterio and 'The Beetle'. Mysterio claimed to be a hero but Peni realised from her spider-sense and her powers of deduction that he was none other than her mysterious stalker! However, she was interrupted before she could tell Cindy this fact, and so only **she** realizes that Mysterio is really a villain, not a hero! Now Norman Osborn has arrived to pick her up from school. Things can only get worse from here...

Mr. Osborn didn't waste any time.

"Why the hell were you at the Reed Richards Center?"

The car's autodoor closed itself with finality as we headed out onto one of the upper mag-lanes on 2nd Avenue.

He was livid, staring at me in the rear-view mirror. His driver was in the seat next to him. Oscorp was the lead manufacturer of self-driving cars, but I never saw him riding in one.

He continued, "Does that bastard have anything to do with the shitshow that went on at my school?"

I glared at him, "Professor Richards would _never_ -"

"Save your breath," his eyes flitted to something else, perhaps some building beyond the windscreen's bullet-proof glass, "I know that spineless idiot doesn't have the balls to pull a stunt like that. At least, not in person…"

I looked down at SP//dr, who was sitting restfully on top of my hand. Somehow he was able to stay calm in all this.

_I'm trying my best, buddy, but-_

"So are you going to answer my question, or what?"

Now he was staring at me again.

"I wasn't sharing any of your stupid company secrets, if that's what you're asking."

"The press think I'm a putz for letting you go about your merry way through the city. What pisses me off is that they're _right_."

I clenched my fingers, startling SP//dr, "I protect this city with my _life_ , every day. The media say awful things about me all the time and I still go out there and keep people safe. What do _you_ do?"

"What do _I_ do!?" he raised his voice so loud it hurt my ears, "I _built_ this city! This city would be just another wreck under the _ocean_ without me!"

The red letters of Walgreens burned past the window, letter by letter, making me squint. I was so tired. And so angry. Angry at Mysterio. Angry at Mr. Osborn.

It started slipping through, "Why don't you just _buy_ the news stations if you hate them so much? It's what you do with everything else."

He laughed bitterly, "I would, if that bastard Jameson would let me. The man's a lunatic. He has some vendetta against me. They all do. They forget who laid the concrete they walk on."

"If I can deal with it, so can you. You've got a whole company. I'm just a school kid."

"That's exactly it," he hissed, "you have nothing to lose. You're too young to understand how the world works, Peni. You're just a kid, a little girl with dreams of being a hero. I entertained you."

"I _saved_ you," I growled, "I'm the only person who can pilot this mech."

"It's just one mech, Peni. One of thousands. It's not even as good as our latest designs."

"Well why do you keep taking it away from me then!? Just leave me alone!" I sat forward in the chair, scowling into the mirror, into his eyes, "Let me protect the city in peace!"

He punched the dashboard, "That's what you don't _get_ , you runt! Every building you wreck, every pileup you make, every idiot you piss off comes back to _me_! I'm hemorrhaging money on lawyers because of you!"

I flung myself back against the chair, "Give me a break! Like you're short of money."

"I'm short of patience, Parker. The only reason I haven't kicked you to the curb already is because somehow, despite all of Jameson's best efforts, the people of New York like you. And that means by proxy they like _me_."

 _I doubt it,_ I thought, though I had enough presence of mind not to say it.

"But that's not good enough anymore," he continued in a low voice, "you're going off the rails, and fast. First you destroy my property, then you consort with my competitors, and now this? Attracting madmen to _my_ school? What if he'd killed one of the students!? What do you think the press would say then, hm!?"

I hung my head. He was right. Mysterio would never have even come _near_ the school if not for me. He came there specifically to get to me, to threaten me, humiliate me maybe.

_What did I do to make him hate me so much?_

The same thing I did to all the other stalkers and badmouthers and deepfake makers: nothing. They saw me in the news and figured I was free real estate.

I closed my eyes. The car sank down, sending a floating feeling up my stomach. Then we turned right. Paused in traffic.

Mr. Osborn tutted, "Protesters."

I opened my eyes to see a wall of buses. Each had a sign strapped to its side. The one in front of my window said, 'NO MORE OSCORP SPYWARE'.

Mr. Osborn explained without me asking, "They don't like our new implants. They'll happily be tracked on their phones and in their cars, but you try and send them a single advertisement via their neural implants and suddenly they lose their minds."

We passed another bus. A group of androids with exposed metal parts were sitting on top of it. The sign: 'NO MORE AI SLAVERY'.

I frowned, "I don't get it. Neural implants have been around forever."

"Our new line is for children. It'd completely eliminate the market for domestic desktop computers. Imagine: every citizen of America, even the world, having a computer in their head from the age of three!"

A rock clunked against the window in front of me, making me jump. SP//dr dashed up my arm and onto my shoulder in panic.

Osborn continued, "But these idiots don't understand progress. They'd rather sit at a desk with a plastic mouse like cavemen."

We dipped down further, weaving through clusters of floating cars trapped between protest buses. We kept descending till we were on ground level. I noticed that the streetlights were already on.

_It's always so dark down here._

"Does that mean I could get an implant?" I asked.

"No," he replied immediately, "it'd interfere with your connection to that insect, and the mech."

I huffed, "What do you care about me and SP//dr?"

A panel opened up beneath us, in the middle of the street. We dove into it. It was a tunnel. A long one, by the looks of it.

_One of his secret entrances._

Mr. Osborn leaned back in his chair, "You're still of use to me yet. Like I said last night, what you need is supervision."

The tunnel lights drifted past one by one in the darkness. My head was swimming. I felt like I could pass out at any moment. I'd had about two hours of sleep in the past twenty-four hours.

"I don't need supervision," I grumbled, fighting to keep my eyes open.

"It's not negotiable."

"What if I refuse? You can't make me pilot the mech."

"Fine. If you don't want it, I'll scrap it."

"No!"

"Then you'll do as I say."

I leaned my head against the cold window and gritted my teeth, "How am I supposed to concentrate with someone giving me orders all the time?"

"You'll figure it out."

I dug my nails into the palm of my hand, "I could get Professor Richards to build me another mech. I don't need you."

He paused for a moment, then replied, "You don't need my school? Your spider?"

"SP//dr's mine."

"On the contrary. _Oscorp_ developed it. If you used it in any other machinery I'd sue you into oblivion. You or Reed Richards."

I resisted the urge to kick the back of his chair, "So you're keeping me prisoner?"

"You can leave at any time, Peni. I won't stop you."

"You promised me freedom last time too, when I was just a kid."

"I _gave_ you freedom. And you're _still_ just a kid."

"If I'm free then why are you threatening me?"

"I'm not threatening you. I would never threaten a twelve year-old schoolgirl. I'm simply stating the facts."

I gave in and kicked his chair. Hard. He ignored me and continued, "You don't get to the top in this world by being soft, Peni. Business is built on difficult decisions. You need to make yours."

"Oh I _will_. I'll tell the whole world what a horrible person you are."

"They already think I'm a horrible person."

White light bloomed in front of us. All at once we entered a blindingly bright room. I recognized it immediately as the underground parking lot at Oscorp HQ. The autodoor opened. A hand appeared in front of me.

"Come," Osborn commanded, "we have more to talk about."

Reluctantly I climbed out of the car, ignoring his outstretched hand. My legs felt like jello, my head was a boulder.

"Peni, the image of this company is in dire jeopardy. We need this neural implant move to succeed. But for it to succeed, the public has to trust us. Or at least, put up with us."

"Put up with _you_ , you mean."

He continued as if I hadn't just insulted him, "Whether I like it or not, you're the only thing keeping the public in line. They hate me, and love you. Where you go, they follow."

I crossed my arms, "But I can't even have the implant. You said so yourself."

"They don't need to know that."

I scowled in disgust, "I'm not gonna lie for you!"

"I expected as much. That's why I already had the lab synthesize your voice."

I stopped in place, "…what?"

Mr. Osborn turned to face me, "The recordings we take every month. The wellness interviews?"

"I…"

"If you actually read the paper you got your Uncle to sign, you'd see it gave us permission to use those recordings as we wished. So we synthesized your voice."

I couldn't believe my ears, "I will _not_ let you lie about me. I'll go on all my social media and tell them it's a lie."

"If you tell them about the implants yourself, I won't need to use the recordings."

"I'm _not_ lying for you!"

He smiled a cold smile, "You won't need to lie. Just tell them the implants are safe. Our trials suggest they're safe, so you'd be telling the truth."

I shook my head, tears pushing at the corners of my eyes, "Dad was right to hate you."

"He may have hated me, but he understood that he had a job to do - and he did it. Peni, right now the people think we're at each other's throats day and night-"

"They're _right_."

"-they're waiting for you to lead a revolution against me. They think you're a saint. Your outing to Reed Richards' little basement has only added fuel to the fire. My police force has had to stop dozens of vandals this morning alone. Every Oscorp property in the city is a target. It'll only get worse if we don't do something."

I stared at him open-mouthed with raw shock, "Why the hell should I? Why shouldn't I just leave right now? Leave you, leave school, leave the mech. Do you know the kind of day I've had? Do you _know_!? You can't even _begin_ to understand… you can't… and now you…"

Sobs forced their way out of me. I felt weak. I felt pathetic.

Osborn sighed, "Why must everything be so personal with you? Can't you see the stability of this city hangs in the balance? New York _needs_ me, and it needs you to be on _my_ side. What do you think will happen if those morons start destroying our servers? Start attacking the transport infrastructure? Oscorp technology is in every building in this city. If Oscorp stops, New York stops. Is that what you want?"

Through ragged tears I replied, "N-No…"

"So you need to go out there and tell them to stop protesting. You need to tell them you've seen the implants and that you trust them, andtrust _me_. Think of how much more peaceful the streets will be if people know that Oscorp can be relied upon, hm? You'll be doing everyone a favor."

I nodded as long, ugly sobs poured out of me.

_This isn't what I wanted. This isn't what a hero is meant to be._

"Stop crying. Come on," Mr. Osborn barked, "You're making the floor wet."

I shakily wiped my eyes. My lips were covered in snot.

"Follow me. I'll take you to the mech."

I followed him silently on feeble legs. I felt like a zombie. I barely registered the journey. One minute we were in that bare hall, the next Osborn was slapping the window of my mech.

"We installed an improved tracker. I'm sure you understand. We also updated the comms array."

I did my best to stare a hole in his face.

He adjusted his suit, "I notice you've used some of our nanotechnology. Without permission."

"You want it back?" I snarled.

He grimaced, "No. Just don't expect any more handouts."

I shambled past him and opened the mech's main hatch, "I won't."

Falling into the pilot's seat was like falling into the world's most comfortable bed. With heavy hands I powered up the mech, and all the systems and panels and hands-free candy dispensers lit up around me. I closed my eyes and let my exhaustion ooze onto the floor. SP//dr tapped my cheek.

"Ah, yeah… sorry buddy."

I remotely opened the hatch to his spider-sized pilot's compartment. He could enter and leave by himself in an emergency, but it was _much_ easier to go in via the main entrance. As he hooked himself into the system I felt our minds overlap and synchronize. A warm feeling of relief washed over me.

_Is that you doing that, SP//dr?_

As if in reply, the sense of relaxation spread further, deeper. Muscles I didn't even know were tensed up started to unwind. Sleepiness settled on me like a thick blanket.

_All I need is a plushy to hug and I'm good to go…_

The glowing panels and gizmos and monitors drifted across my eyelids like neon clouds. I was watching distant galaxies. Floating free in space. My human arms melted into the mech's synthetic limbs and I disappeared.

Never had there been such a sense of-

"We've isolated them to the intersection of Lexington Avenue and 65th street."

Mr. Osborn's voice punched my head like a police baton.

I opened my eyes. He was standing in front of the window.

"Excuse me?"

"I _said_ we've isolated them to the intersection of Lexington and 65th."

_The protesters…_

I could choose not to go. I could choose to open all my social media right now and tell the world the truth. But then the mech would be gone. I'd never be able to partner with SP//dr again. I'd lose my school. I'd lose everything.

_Just this once… I'll only do it **just** this once, and never again. Never **ever** again._

Behind me, a mechanical door groaned into life and shuddered up into the ceiling. Light, natural light, cut into the room in a searing rectangle of white.

Mr. Osborn watched me from the shadows, "I'll give you your script over the comms."

"No," I said flatly.

"Peni-"

"I'll tell them in my own words."

He scowled, "Remember what we talked about."

Together, SP//dr and I turned and faced the outside world.

"Oh we will. Don't you worry."

We stepped beyond the boundaries of Oscorp Tower. The road in front of the building was littered with torn-up signs and other debris from the protesters Oscorp had expelled earlier. I looked up, ready to fire a web onto one of the city's many inter-building skybridges, and caught a glimpse of the sun. It shone brightly in the pristine windows of the skyscraper across the street. Half-conscious, I took a step forward - a step closer, and suddenly the light sharpened, intensified, stabbing my eyes and forcing me to squint.

I looked away.

"Let's go, SP//dr."

We cast a webline and swung down the street towards Lexington Avenue.

_I'm sorry New York…_

But it didn't matter if the City forgave me. I'd always know that I lied to protect a tyrant. And so would SP//dr.

_And Daredevil, and Anna…_

There was no escaping it now. For better or worse it was time to do my job. It'd make things more peaceful, probably save lives. In the end, it might even turn out it was the right thing to do.

Maybe…

**Notes for the Chapter:**

> TW: blackmail, coercion, mental coercion


End file.
